Common use of Termination and Remedies Clause in Contracts

Termination and Remedies. (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that on or before November 30, 2016, the Vendor has not met its sales test, or has not, on or before July 31, 2017, received a first advance of mortgage proceeds intended for the purpose of construction of the Development, as determined by the Vendor, all on and subject to terms and conditions satisfactory to the Vendor, in its sole and absolute discretion, the Vendor may unilaterally terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest. (e) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (ef) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. 7.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (a10) In days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the event that right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 7.02 If the Purchaser defaults has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms and conditions contained in this Purchase Agreementterms, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms covenants and conditions of this Purchase AgreementAgreement as required on the part of Purchaser to be performed. then within ten (10) days of written notification of such failure, provided Seller is not in default, as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon the cost of One Thousand Dollars ($1,000.00) shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or commences or defends any action for obligation to the judicial interpretationother except as set forth in paragraphs 5.03 (Inspection Period) and 12.01, enforcement(Real Estate Brokers), termination, cancellation or rescission hereof or for hereof. The parties acknowledge and agree that Seller's actual damages for the breach hereof, the Vendor, in the event it is successful of Purchaser's default are uncertain in amount and difficult to ascertain; however, Ordinance 02-63 dictates that administrative costs be limited to the greatest extent possible and the recovery of unnecessary administrative costs meets the purpose of the ordinance. The foregoing liquidated damages amount was reasonably determined by mutual agreement between the parties based on such actioncosts, shall and said sum was not intended to be entitled to solicitor and client costs on a full indemnity basispenalty in nature. (d) In the event 7.03 The parties acknowledge that the Vendor, remedies described herein and in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the Purchaserparties, and take into account the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope peculiar risks and expenses of work as specified in this Purchase Agreement for reasons beyond the control each of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsparties. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the 1. If Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns under this Agreement without and such default continues ten days after written notice thereof is given by Seller to Purchaser (except for a default to purchase the Vendor’s consentProperty at Closing after Seller has fulfilled all of its obligations hereunder, in which case no notice or cure is required), then Seller, as its sole remedy, may terminate this Agreement by notifying Purchaser thereof, in which event the Purchaser’s Deposit (including any portion Xxxxxxx Money shall be paid to Seller as liquidated damages, whereupon, except for obligations of the Deposit bonded by the Purchaser under the terms which survive termination of this Agreement) , neither Purchaser nor Seller shall immediately be forfeited to the Vendorhave any further rights or obligations hereunder. Such forfeiture shall not be deemed to be The provision for payment of liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendorhas been included because, in the event it is successful in such action, shall be entitled to solicitor and client costs on of a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate actual damages to be incurred by Seller can reasonably expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. 2. If Purchaser terminates this Purchase Agreement. In Agreement pursuant to Section 5, Section 6, Section 9 or Section 10.c., then the event that Escrow Agent shall return the Vendor is unable Xxxxxxx Money and all interest earned thereon to perform Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement. 3. If Seller defaults in its obligations hereunder and such default continues ten days after written notice thereof is given by Purchaser to Seller (except for a default to convey the Property at Closing in accordance with the terms hereof after Purchaser has filled all of its obligations hereunder, in which case no notice or cure is required), then Purchaser may, as its option either: (i) terminate this Agreement pursuant by written notice to Seller, and receive a return of the Xxxxxxx Money and all interest earned thereon and thereafter neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this subclauseAgreement; or (ii) enforce specific performance of the obligations of Seller hereunder; provided, however, notwithstanding the Vendor will return all Deposits foregoing to the Purchasercontrary, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In in the event the remedy of specific performance is not available to Purchaser due to Seller having conveyed the Property to another party, Seller shall pay to Purchaser the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) as liquidated damages and the parties agree that the Vendor defaults or fails to perform any this is a reasonable sum considering all of the terms and conditions contained in this Purchase Agreementcircumstances existing on the date hereof, then including the Deposit paid by relationship of the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor sum to the range of harm to Purchaser that reasonably could be anticipated, and the Purchaser will have no further claim against the Vendoranticipation that proving actual damages would be costly, impractical and extremely difficult.

Termination and Remedies. (a) In the event that the Purchaser defaults or If Buyer fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in this Purchase Agreementherein, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including if Buyer breaches any portion of the Deposit bonded by the Purchaser under the terms covenant or provision of this Agreement) , then Seller, as its sole remedy, may terminate this Agreement by notifying Buyer thereof, in which event Title Company shall immediately be forfeited deliver the Earnest Money, together xxxx xll interest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityreasonable expenses, including but not limited to damages arising from reasonable attorney's fees and litigation costs, incurred in connection with obtaining the Purchaser’s breach and/or specific performanceEarnest Money following x xxxach hereof by Buyer. (b) In If Buyer terminates this Agreement pursuant to its rights to do so hereunder and is not in default under this Agreement, then the event that Earnest Money, together xxxx xll interest thereon, shall be returned to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms and conditions contained in Property pursuant to this Purchase Agreement and the Vendor takes steps for any reason other than Buyer's failure to enforce the terms and conditions of this Purchase Agreementperform its obligations hereunder, or commences or defends any action for the judicial interpretationtermination hereof by Buyer in accordance with Section 11(b), enforcementthen Buyer, terminationas its exclusive remedies therefore, cancellation or rescission hereof or for damages for the breach hereof, the Vendormay: (1) terminate this Agreement by notifying Seller thereof, in which case the event it is successful in such actionEarnest Money, together wxxx xxl interest thereon, shall be entitled returned to solicitor Buyer and client costs on a full indemnity basisneither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. (d) In The provision for payment of liquidated damages in Section 11(a) has been included because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the PurchaserBuyer, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In This Agreement shall not be recorded in any public records in the event that State of New York or the Vendor defaults county where the Property is located, and any such recording by or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will for Buyer shall be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendora default hereunder.

Termination and Remedies. (a) 9.1 In the event that Seller shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, or if any of the conditions precedent to Purchaser's obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser defaults or fails may, at its option, terminate this Agreement by giving written notice of termination to Seller and receive a full and immediate refund of any and all Xxxxxxx Money previously deposited and if and only if Seller shall have failed to perform any of the terms and conditions covenants and/or agreements contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed herein which are to be liquidated damages, and shall not preclude further claims performed by the Vendor against the Seller then Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client receive from Seller an additional refund of Purchaser’s costs on a full indemnity basiswhich can be directly attributed to the Due Diligence process in an amount up to but not exceeding $25,000.000, or Purchaser may seek to enforce specific performance of this Agreement as its sole remedies. (d) In 9.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the event that the Vendorimmediate refund of any and all Xxxxxxx Money previously deposited, together with all interest accrued thereon and thereafter Purchaser shall have no further obligations hereunder. 9.3 If Seller is not then in default in its sole discretionobligations or agreements, determines that and the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor canhas not meet the expectations of the Purchaser, the Vendor may unilaterally terminate terminated this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms provisions authorizing such termination, and conditions contained in Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the Xxxxxxx Money as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages, specific performance or any other remedy as a result of Purchaser's default under this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or If Buyer fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in this Purchase Agreementherein, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including if Buyer breaches any portion of the Deposit bonded by the Purchaser under the terms covenant or provision of this Agreement) , then Seller, as its sole remedy, may terminate this Agreement by notifying Buyer thereof, in which event Title Company shall immediately be forfeited deliver the Earnest Money, together with xxx xxterest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityreasonable expenses, including but not limited to damages arising from reasonable attorney's fees and litigation costs, incurred in connection with obtaining the Purchaser’s breach and/or specific performanceEarnest Money following a brxxxx xxreof by Buyer. (b) In If Buyer terminates this Agreement pursuant to its rights to do so hereunder and is not in default under this Agreement, then the event that Earnest Money, together with xxx xxterest thereon, shall be returned to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms and conditions contained in Property pursuant to this Purchase Agreement and the Vendor takes steps for any reason other than Buyer's failure to enforce the terms and conditions of this Purchase Agreementperform its obligations hereunder, or commences or defends any action for the judicial interpretationtermination hereof by Buyer in accordance with Section 11(b), enforcementthen Buyer, terminationas its exclusive remedies therefore, cancellation or rescission hereof or for damages for the breach hereof, the Vendormay: (1) terminate this Agreement by notifying Seller thereof, in which case the event it is successful in such actionEarnest Money, together witx xxx xnterest thereon, shall be entitled returned to solicitor Buyer and client costs on a full indemnity basisneither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. (d) In The provision for payment of liquidated damages in Section 11 (a) has been included because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the PurchaserBuyer, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In This Agreement shall not be recorded in any public records in the event that State of New York or the Vendor defaults county where the Property is located, and any such recording by or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will for Buyer shall be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendora default hereunder.

Termination and Remedies. (a) 12.1 In the event that the Purchaser defaults or fails to perform any of the terms and conditions Seller's representations or warranties contained herein are untrue in this Purchase Agreement, any respect or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) if Seller shall immediately be forfeited have failed to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform have performed any of the terms covenants and/or agreements contained herein which are to be performed by Seller, or if Seller is in default in any way under this Agreement, Purchaser may, at its option, either (i) terminate this Agreement by giving written notice of termination to Seller and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion receive a refund of the Deposit bonded by the Exxxxxx Money previously deposited; or (ii) Purchaser under the terms may seek specific performance of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach Agreement for Seller's voluntary and intentional acts; however Purchaser shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults have no rights or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or remedies for damages for hereunder, Purchaser specifically waiving the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations remedies of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreementdamages except as hereinafter provided. In the event that the Vendor remedy of specific performance is unable unavailable for Seller's voluntary and intentional actions, then in that event and notwithstanding the immediate preceding sentence, Purchaser shall have the remedy at law for actual damages (excluding all other type damages) up to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendorbut not to exceed Twenty Five Thousand and No/100 Dollars ($25,000.00). If any condition precedent to Purchaser's obligations shall fail to occur, the Vendor Purchaser may terminate this Purchase Agreement. Upon termination Agreement and receive a refund of the Exxxxxx Money (except as otherwise provided in Article II Section 2.2 of this Purchase Agreement) previously deposited or waive such failed condition precedent. It is expressly understood and agreed by Seller and Purchaser that the failure by Purchaser to terminate this Agreement for any reason pursuant to this subclauseSection 12.1 shall in no way waive, alter or modify any rights of Purchaser in regard to the representations, warranties, covenants and agreements of Seller herein, except to the extent of representations and warranties, the Vendor will return all Deposits breach of which is known to Purchaser at the time of Closing. 12.2 If this Agreement is properly and timely terminated by Purchaser during the Review Period, Purchaser shall be entitled to the Purchaserimmediate refund of any and all Exxxxxx Money previously deposited, without interest, after deducting any reasonable and necessary expenses incurred by thereafter Seller and Purchaser shall have no further obligation or liabilities one to the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costshereunder. (e) In 12.3 If the event that the Vendor defaults or fails Purchaser has not terminated this Agreement in a timely and proper manner pursuant to perform any of the terms provisions authorizing such termination, and conditions contained in Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to terminate this Purchase Agreement, then Agreement and to receive the Deposit paid by the Exxxxxx Money for such failure of Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to fulfill its obligation hereunder as liquidated damages pursuant to O.C.G.A. section 13-6-7 and not as a penalty. The parties hereby agree as to the Purchaser difficulty of ascertaining the damage suffered by Seller and that the Purchaser will have no further claim against the VendorExxxxxx Money represents a fair estimate of liquidated damages to Seller.

Termination and Remedies. 10.1 If, prior to or at Closing, Seller defaults hereunder and shall have failed to have performed any of the covenants or agreements contained herein which are to be performed by Seller, or if any warranty or representation made by Seller herein is not true and correct in all material respects as of Closing, Purchaser may, as its sole remedy, either (ai) terminate this Agreement and 29820032v11 receive an immediate refund of the Deposit from Escrow Agent or (ii) seek specific performance of this Agreement. To the extent Purchaser proceeds to Closing with knowledge of an existing Seller default, then Purchaser shall be deemed to have waived the default. If, after Closing Seller defaults hereunder by its failure to have performed any of the covenants or agreements contained herein which are to be performed after Closing or defaults hereunder because any warranty or representation made by Seller herein is found to have not been true and correct in any material respect as of Closing, Purchaser may seek to enforce its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement. Seller shall be liable only for direct and actual damages suffered by Buyer on account of Seller's default in an amount equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000), but in no event shall Seller be liable for any such damages in an amount exceeding Two Hundred Fifty Thousand and no/100 Dollars ($250,000). In no event shall Seller be liable for any indirect, consequential or punitive damages on account of Seller’s breach of any representation or warranty contained in this Agreement. 10.2 If Purchaser has not terminated this Agreement pursuant to any of the event that the provisions authorizing such termination, and, prior to or at Closing, Purchaser defaults or hereunder and fails to perform any of the terms covenants or agreements contained herein which are to be performed by Purchaser, then Purchaser shall forfeit the Deposit together with any interest earned thereon, to Seller, as Seller’s sole and conditions contained in this Purchase Agreementexclusive remedy, or assigns this Agreement without as liquidated damages, due to the Vendor’s consentinconvenience of ascertaining and measuring actual damages, and the Purchaser’s Deposit (including uncertainty thereof. If, after Closing Purchaser defaults hereunder by its failure to have performed any portion of the Deposit bonded covenants or agreements contained herein which are to be performed after Closing or defaults hereunder because any warranty or representation made by Purchaser herein is not true and correct in any material respect as of Closing, Seller may seek to enforce its remedies under applicable law, subject to the Purchaser under the terms limitations imposed by Section 8.1 of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without the Vendor’s consentfor any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, the Purchaser’s Deposit (including any portion of 6, 7 or 13, then Seller, as its sole remedy, may terminate this Agreement by notifying Purchaser thereof, in which event Escrow Agent shall deliver the Deposit bonded by to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for those which survive the Purchaser under the terms termination of this Agreement) shall immediately be forfeited . In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityexpenses, including but not limited to damages arising from reasonable attorney's fees and litigation costs, incurred in connection with recovering the Deposit following a breach hereof by Purchaser’s breach and/or specific performance. (b) In the event that the If Purchaser defaults terminates this Agreement pursuant to Sections 5, 6, 7 or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of 13, then Escrow Agent shall return the Deposit bonded by to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Property pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder in all material respects or termination hereof by Purchaser in accordance with Section 14(a), then Purchaser may, as its exclusive remedies therefor: (1) terminate this Agreement by notifying Seller thereof, in which case Escrow Agent shall deliver the Deposit to Purchaser, and conditions contained in this Purchase Agreement addition, Purchaser shall also be entitled to recover all expenses, including reasonable attorney's fees and litigation costs, incurred in connection with recovering the Vendor takes steps Deposit following a failure to enforce consummate the terms transaction hereof by Seller and conditions neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Purchase Agreement, or commences or defends any action for (2) seek specific performance of the judicial interpretationobligations of Seller hereunder, enforcementand all expenses, terminationincluding reasonable attorneys' fees and litigation costs, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, incurred in the event it is successful in such action, shall be entitled to solicitor enforcing its rights and client costs on a full indemnity basisremedies hereunder. (d) In The provision for payment of liquidated damages in Section 14(a) has been included because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclausesubsection, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. Buyer may terminate this Order in whole or in part at any time by written notice to Seller, even Goods designated as non-cancelable/non-returnable. Seller will thereupon immediately (a) stop work on the cancelled Goods (b) notify its subcontractors to do likewise, (c) cancel orders for components for the cancelled Goods, (d) return unneeded components for cancelled Goods to their suppliers or divert such components to jobs for other customers, and (e) broker unreturnable unneeded components for cancelled Goods. Seller shall not be entitled to compensation for cancelled non-custom Goods. Except for termination due to default or delay of Seller, Seller shall be entitled to compensation for cancelled custom Goods and custom components thereof on hand at the termination date as follows. Buyer will purchase finished Goods at the Order price, work-in-process at a reasonable pro-rata percentage of the finished Goods Order price based on the percentage of completion, and custom components for the cancelled Goods, which Seller properly ordered and was not able to cancel, sell, or broker using diligent efforts within 180 days after cancellation, at Seller’s cost for such custom components. The total paid by Buyer for such cancellation shall not exceed the price on the Order for the cancelled Goods. In the event that Buyer breaches its obligations under this Order, including without limitation wrongful rejection of Goods, Seller’s exclusive remedy shall be to receive damages for the Purchaser defaults or fails to perform any of Goods in question as if such Goods were cancelled, computed in the terms and conditions contained manner set forth in this Purchase Agreementsection. In no event shall Seller be entitled to incidental, consequential, special, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser punitive damages for any and all remedies available at law and at equity, including but not limited to damages arising from the PurchaserBuyer’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basisOrder. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the If Purchaser fails defaults on its obligations hereunder or otherwise fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Purchaser in this Purchase AgreementSection 5, Section 6, or assigns Section 11 or due to a breach of Seller’s representations or warranties, then Seller, as its sole remedy, may terminate this Agreement without by notifying Purchaser thereof, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that by their terms survive the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) shall immediately be forfeited . In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityexpenses, including but not limited to damages arising from reasonable attorneys’ fees and litigation costs, incurred in connection with recovering the Xxxxxxx Money following a breach hereof by Purchaser’s breach and/or specific performance. (b) In If Purchaser terminates (or is deemed to have terminated) this Agreement pursuant to Section 5, Section 6, or Section 11, then Title Company shall return the event Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except those that by their terms survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Property pursuant to this Agreement for any reason other than Purchaser’s failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b) or if prior to Closing any one or more of Seller’s representations or warranties are breached or untrue in any material respect, then Purchaser, as its sole and conditions contained in exclusive remedy, may either (1) terminate this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendorby notifying Seller thereof, in which case Title Company shall return the event it is successful in such actionXxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In except those that by their terms survive the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. Agreement; or (e2) In the event that the Vendor defaults or fails to perform any enforce specific performance of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms obligations of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the VendorSeller hereunder.

Termination and Remedies. (a) In the event that the Purchaser defaults or 15.1 If Buyer fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7, 8 or 14, then Seller, as its sole and exclusive remedy, shall have the Vendor’s consentright to terminate this Agreement by notifying Buyer thereof, in which event the Purchaser’s Deposit (including any portion of Title Company shall deliver the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited Xxxxxxx Money to the Vendor. Such forfeiture shall not be deemed to be Seller, as liquidated damages, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder. Seller and shall not preclude further claims by Buyer hereby acknowledge and agree they have included the Vendor against the Purchaser provision for any and all remedies available at law and at equity, including but not limited to payment of liquidated damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendorbecause, in the event it is successful in of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and because the actual amount of such action, shall damages would be entitled difficult if not impossible accurately to solicitor and client costs on a full indemnity basismeasure. 15.2 If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than (di) In termination hereof by Buyer pursuant to Sections 5, 6, 7, 8 or 14, or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the event that the Vendorright, as its sole and exclusive remedies, to either (x) terminate this Agreement by notifying Seller thereof, in its sole discretionwhich case the Title Company shall deliver the Xxxxxxx Money to Buyer, determines that the Purchaser is behaving in an unreasonable, disruptive whereupon neither party hereto shall have any further rights or unruly manner either by action or inactionobligations hereunder, or that the Vendor cannot meet the expectations (y) enforce specific performance of the Purchaserobligations of Seller hereunder. 15.3 If Buyer terminates this Agreement pursuant to a right granted Buyer in Sections 5, 6, 7, 8 or 14, then the Vendor may unilaterally Title Company shall deliver the Xxxxxxx Money to Buyer, whereupon neither Buyer or Seller shall have any further rights or obligations hereunder, unless Seller objects to Buyer's right to properly terminate this Agreement pursuant to such sections, in which event the Title Company shall retain the Xxxxxxx Money until the Title Company receives instructions with respect to the disposition of the Xxxxxxx Money from both Buyer or Seller or until such time as a court of competent jurisdiction determines the disposition of the Xxxxxxx Money. 15.4 Buyer and Seller acknowledge that Buyer has, concurrently herewith, entered into Purchase Agreementand Sale Agreements with Seller, Fast Food Properties, Fast Food Properties II and Ohio Properties with respect to fourteen (14) other restaurant properties, in addition to the Property (such 14 other Properties are referred to hereinafter as the "Other Properties"). In the event that (a) the Vendor is unable closing of title with respect to perform each and every one of the scope Other Properties does not take place on the Closing Date for any reason other than by reason of work as specified in this the seller's default, or (b) the seller shall have the right to terminate or terminates the Purchase and Sale Agreement for reasons beyond the control any one or more of the VendorOther Properties, or (c) Buyer terminates the Vendor may Purchase and Sale Agreement for any one or more of the Other Properties other than by reason of Seller's default, then Seller shall have the right to terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclausesection 15.4 by notifying Buyer thereof, in which event the Vendor will return all Deposits Xxxxxxx Money shall be returned to Buyer, unless the Purchaserclosing of title with respect to each and every one of the Other Properties does not take place on the Closing Date by reason of Buyer's default, without interestin which event the Title Company shall deliver the Xxxxxxx Money to Seller, after deducting as liquidated damages, whereupon neither Buyer nor Seller shall have any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsfurther rights or obligations hereunder. (e) 15.5 In the event that (a) the Vendor defaults or fails closing of title with respect to perform any each and every one of the terms Other Properties does not take place on the Closing Date for any reason other than by reason of Buyer's default, or (b) Buyer shall have the right to terminate or terminates the Purchase and conditions contained in this Sale Agreement for any one or more of the Other Properties, or (c) the seller terminates the Purchase Agreementand Sale Agreement for any one or more of the Other Properties other than by reason of Buyer's default, then Buyer shall have the Deposit paid right to terminate this Agreement pursuant to this section 15.5 by notifying Seller thereof, in which event the Purchaser under Xxxxxxx Money shall be returned to Buyer, unless the terms closing of this Purchase Agreementtitle with respect to each and every one of the Other Properties does not take place on the Closing Date by reason of Buyer's default, together with in which event the Title Company shall deliver the Xxxxxxx Money to Seller, as liquidated damages, whereupon neither Buyer nor Seller shall have any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendorrights or obligations hereunder.

Termination and Remedies. (a) In the event that the If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6 or 11, then Seller, as its sole remedy, may terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Vendor’s consentXxxxxxx Money to Seller as liquidated damages (or Seller shall retain the same if theretofore delivered to it), whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for those which survive the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) shall immediately be forfeited . In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityexpenses, including but not limited to damages arising from reasonable attorney’s fees and litigation costs, incurred in connection with recovering the Xxxxxxx Money following a breach hereof by Purchaser’s breach and/or specific performance. (b) In If Purchaser terminates this Agreement pursuant to Sections 5, 6 or 11, then Title Company shall return the event that Xxxxxxx Money, if any, to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Property under this Agreement for any reason other than Purchaser’s failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b), the failure of a condition hereunder, or a right expressly granted Seller hereunder, Purchaser shall first give Seller written notice and conditions contained in this Purchase Agreement seven (7) days’ time to cure such failure, and the Vendor takes steps thereafter, Purchaser’s sole remedies shall be either to (1) seek to enforce specific performance or (2) terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the terms Xxxxxxx Money to Purchaser and conditions neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In The provision for payment of liquidated damages in Section 12(a) has been included because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the a. If Purchaser defaults under this Agreement or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without for any reason other than Seller's failure to perform its obligations hereunder or timely termination hereof pursuant to a right granted to Purchaser in Sections 5.b., 6, 7.a., 10 or 11.c., then Seller, as its sole remedy, may terminate this Agreement by notifying Purchaser thereof, in which event the Vendor’s consentEscrow Agent shall deliver the Exxxxxx Money to Seller as liquidated damages, the Purchaser’s Deposit (including any portion whereupon, except for obligations of the Deposit bonded by the Purchaser under the terms which survive termination of this Agreement) , neither Purchaser nor Seller shall immediately be forfeited to the Vendorhave any further rights or obligations hereunder. Such forfeiture shall not be deemed to be The provision for payment of liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendorhas been included because, in the event it is successful in of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably expected to approximate the amount of liquidated damages called for herein and because the actual amount of such actiondamages would be difficult if not impossible to measure accurately. In addition to the foregoing, Seller shall also be entitled to solicitor recover and client costs on pursue: (a) all expenses, including reasonable attorneys' fees and litigation costs, incurred in connection with recovering the Exxxxxx Money following a full indemnity basis. breach hereof by Purchaser; and (db) In the event that the Vendor, in its sole discretion, determines that the all rights and remedies available to Seller with respect to any obligation of Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon which survives termination of this Purchase Agreement. b. If Purchaser terminates this Agreement pursuant to this subclauseSections 5.b., 6, 7.a., 10 or 11.c., then the Vendor will Escrow Agent shall return all Deposits the Exxxxxx Money to the Purchaser, without interestwhereupon neither party hereto shall have any further rights or obligations hereunder, after deducting any reasonable and necessary expenses incurred by except for those which survive the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying coststermination of this Agreement. (e) In the event that the Vendor defaults or c. If Seller fails to perform any consummate the sale of the terms and conditions contained Property pursuant to this Agreement for any reason other than Purchaser’s failure to perform its obligations hereunder in all material respects or termination hereof by Purchaser in accordance with this Purchase Agreement, then Purchaser may, as its sole and exclusive remedies therefor: (i) terminate this Agreement by written notice to Seller, in which event the Deposit paid by Escrow Agent shall deliver the Exxxxxx Money to Purchaser under and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the terms termination of this Purchase Agreement; (ii) enforce specific performance of the obligations of Seller hereunder, together with any accrued interest thereon, will be paid by the Vendor or (iii) to the extent specific performance is not available to Purchaser and as a result of a willful act or omission of Seller occurring after the Effective Date, Purchaser will have may recover actual damages (subject to the limitations on Seller’s liability contained herein), but in no further claim against the Vendorevent shall Purchaser be entitled to recover any consequential, punitive or speculative damages.

Termination and Remedies. (a) In If for any reason the event that Closing does not occur, Title Company shall deliver the Purchaser defaults Exxxxxx Money to Seller or fails Buyer only upon receipt of a written demand therefor from such Party, subject to perform the following provisions of this subsection (a). Subject to the last sentence of this subsection (a), if for any reason the Closing does not occur and either Party makes a written demand (the “Demand”) upon Title Company for payment of the Exxxxxx Money, Title Company shall give written notice to the other Party of the Demand within one (1) Business Day after receipt of the Demand. If Title Company does not receive a written objection from the other Party to the proposed payment within five (5) Business Days after the giving of such notice by Title Company, Title Company is hereby authorized to make the payment set forth in the Demand. If Title Company receives such written objection within such period, Title Company shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court. (b) If the sale of any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the VendorProperties is not consummated due to a Buyer’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms breach of this Agreement) , then Seller, as its sole and exclusive remedy, shall immediately be forfeited have the right to terminate this Agreement by notifying Buyer thereof, in which event the Vendor. Such forfeiture shall not be deemed Title Company shall, without need for a further release document to be Title Company, deliver to Seller as liquidated damages, the Exxxxxx Money, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder, except those provisions that expressly survive termination. Seller and Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. After negotiation, the Parties have agreed that, considering all the circumstances existing on the date of this Agreement, the amount of the Exxxxxx Money is a fair and reasonable estimate of the damages that Seller would incur in the event of a Buyer’s breach. The Parties hereto hereby acknowledge that it is impossible to more precisely estimate the specific damage that might be suffered by Seller, and the Parties hereto expressly acknowledge and intend that this provision shall be a provision for the retention of exxxxxx money pursuant to the applicable provisions of the Laws of the State of New York and any other local Law and not as a penalty. By placing its initials below, each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, at the time this agreement was made, the consequences of this liquidated damages provision. Notwithstanding the foregoing, this liquidated damages provision shall not preclude further claims by the Vendor against the Purchaser limit Seller’s right to (i) receive reimbursement for or recover damages in connection with Buyer’s indemnifications of Seller expressly set forth herein, (ii) injunctive relief for Buyer’s breach of Buyer’s obligations under Section 18, and/or (iii) pursue any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In or in equity in the event that the Purchaser defaults or fails to perform following any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited , Buyer or any party related to or affiliated with Buyer wrongfully asserts any claims or right to the VendorProperty that would otherwise delay or prevent Seller from having clear, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal indefeasible and marketable title to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance.Property. WITHOUT LIMITING ANYTHING CONTAINED IN SECTION 20, (X) THE PAYMENT OF LIQUIDATED DAMAGES UNDER THIS AGREEMENT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369 BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §§1671, 1676, AND 1677, AND (Y) THE LIQUIDATED DAMAGES PROVIDED UNDER THIS AGREEMENT ARE REASONABLE AND ARE NOT INTENDED AS A PENALTY WITHIN THE MEANING OF NEW JERSEY STATUTES 12A:2-718(1). Buyer’s Initials Seller’s Initials (c) In If the event that the Purchaser defaults or fails to perform sale of any of the terms Properties is not consummated due to a Seller’s breach of this Agreement, Buyer shall have the right, as its sole and conditions contained exclusive remedy, to (i) terminate this Agreement by notifying Seller thereof, in this Purchase Agreement which case the Title Company shall deliver the Exxxxxx Money to Buyer, whereupon neither Party hereto shall have any further rights or obligations hereunder, except those provisions that expressly survive termination, and Seller shall reimburse Buyer its actual documented third party out-of-pocket expenses incurred by Buyer with respect to the Vendor takes steps Properties, such amount not to exceed $12,500 for any Property or $500,000 in the aggregate, or (ii) enforce specific performance of Seller’s obligations hereunder; provided, however, that if Buyer elects to enforce the terms specific performance of Seller’s obligations hereunder, and conditions of specific performance regarding any Property is not available to Buyer pursuant to applicable Law, then this Purchase AgreementAgreement shall terminate with respect to such Property (whereupon neither Party hereto shall have any further rights or obligations hereunder with respect to such Property, except those provisions that expressly survive termination), and Seller shall reimburse Buyer its actual documented third party out-of-pocket expenses incurred by Buyer with respect to such Property, such amount not to exceed $12,500 for any Property or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, $500,000 in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basisaggregate. (d) In If the Properties (as such term is modified pursuant to the terms hereof to take into account removals of specific Properties from this Agreement) remain unsold as of the Outside Closing Date (or such extended Closing Date mutually agreed to by the Parties pursuant to Section 12(a)) due to the failure of any condition precedent (or if at any time the Property Threshold Condition (i) cannot be satisfied due to removal of Properties pursuant to the terms hereof and (ii) is not then waived by Seller, or the percentages in the definition thereof reduced by Seller, so that it can still be satisfied) and no Buyer’s breach has occurred under this Agreement, then the Title Company shall return the Exxxxxx Money to Buyer, less Buyer’s share of escrow fees pursuant to Section 12(e), whereupon neither Party hereto shall have any further rights or obligations hereunder, except under those provisions that expressly survive termination of this Agreement; provided, however, that in the event that the Vendor, in its sole discretion, determines that Properties have not been sold to Buyer as of the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inactionOutside Closing Date due solely to the Property Threshold Condition not having been satisfied, or that modified or waived by Seller (and, for the Vendor canavoidance of doubt, not meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits due to the Purchaserfailure of any other conditions precedent described in Section 11, without interesta breach by Buyer hereunder, after deducting any reasonable and necessary or other reason), then Seller shall reimburse Buyer its actual documented third party out-of-pocket expenses incurred by with respect to the Vendor prior Properties in connection with the Transaction, such amount not to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsexceed $500,000 in the aggregate. (e) In Notwithstanding anything to the contrary herein, in the event that Seller or Buyer is in breach of this Agreement during the Vendor defaults or fails period up to perform (and including) Closing hereunder, the non-breaching Party shall, prior to exercising any remedies provided herein on account of such breach, deliver written notice to the breaching party, and the breaching Party shall have a period up to five (5) Business Days in which to cure such breach (and the Closing hereunder and, if applicable, the Outside Closing Date, shall be subject to a one-time extension if and as necessary to accommodate such five (5) Business Day grace period); provided, however, if such breach cannot be cured within said five (5) Business Day period, the breaching Party shall have an additional period of up to five (5) Business Days in which to cure such breach (and the Closing hereunder and, if applicable, the Outside Closing Date, shall be subject to a one-time extension if and as necessary to accommodate such five (5) Business Day grace period) and, only to the extent the right to the additional five (5) Business Day grace period is exercised, the breaching Party shall reimburse the non-breaching Party its actual documented third party out-of-pocket expenses incurred by such non-breaching Party as a result of such extension, including without limitation attorneys fees and lender fees), failing which the non-breaching party shall have and may exercise all rights and remedies provided herein. (f) The Parties acknowledge that Title Company is acting solely as a stakeholder at their request and for their convenience, that Title Company shall not be deemed to be the agent of either of the terms Parties, and conditions contained that Title Company shall not be liable to either of the Parties for any action or omission on its part taken or made in good faith, and not in disregard of this Purchase Agreement, then but shall be liable for its negligent acts and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from Title Company’s mistake of law respecting Title Company scope or nature of its duties. Title Company has executed this Agreement in the Deposit paid by place indicated on the Purchaser under signature page hereof in order to confirm that Title Company has received and shall hold the terms Exxxxxx Money in escrow, and shall disburse the Exxxxxx Money pursuant to the provisions of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a termination right granted in this Purchase Agreement or a material breach or default by Seller, or if Purchaser is otherwise in material breach or default under this Agreement, or assigns then Seller may, as Seller’s sole and exclusive remedy, terminate this Agreement without by notifying Purchaser thereof, in which event Title Company shall deliver the Vendor’s consentExxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for those which survive the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) shall immediately be forfeited . In addition to the Vendorforegoing, Seller shall also be entitled to recover all expenses, including reasonable attorney’s fees and litigation costs, incurred in connection with enforcing its rights with respect to a breach hereof by Purchaser. Such forfeiture shall not be deemed The provision for payment of liquidated damages in this Section 12(a) has been included because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages, damages called for herein and shall because the actual amount of such damages would be difficult if not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited impossible to damages arising from the Purchaser’s breach and/or specific performancemeasure accurately. (b) In If Purchaser terminates this Agreement pursuant to an express right, including without limitation pursuant to Section 7(d), Section 8(a), or Section 11, then Title Company shall return the event that Exxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a termination right granted in this Purchase Agreement or a material breach or default by Purchaser, or if Seller is otherwise in material breach or default under this Agreement at or prior to the Closing, then Purchaser may, as its exclusive remedies therefor: (1) terminate this Agreement by notifying Seller thereof, in which case Title Company or Seller shall return the Exxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the Vendor takes steps to enforce the terms and conditions termination of this Purchase Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. In addition to the foregoing, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, Purchaser shall also be entitled to solicitor recover all expenses, including reasonable attorney’s fees and client costs on litigation costs, incurred in connection with enforcing its rights with respect to a full indemnity basisbreach hereof by Seller. PURCHASER HEREBY WAIVES ANY RIGHT TO PURSUE A CLAIM FOR DAMAGES (INCLUDING WITHOUT LIMITATION ANY ACTUAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES), OR ANY OTHER REMEDY AVAILABLE, AT LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS PROVIDED IN SECTION 13(C). (d) In the event Without implying that the VendorPurchaser has any such rights, Purchaser waives any and all claims it has or may have in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inactionconnection with this Agreement, or the matters contemplated herein, against the partners or shareholders of Seller, and notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that the Vendor canSeller’s partners, shareholders, officers, directors, employees and agents shall not meet the expectations of the be personally liable to Purchaser, or its successors or assigns, for the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable payment of any money judgment obtained for a failure to perform or pay any covenant or obligation on the scope part of work Seller to be performed or paid under this Agreement, it being expressly agreed that any money judgment recovered against Seller shall be satisfied only out of, and the sole and exclusive recourse of Purchaser as specified in this Purchase Agreement for reasons beyond the control a result of the Vendorsuch default shall be against, the Vendor may terminate this Purchase Agreement. Upon termination assets of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsSeller. (e) In TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL PARTIES WAIVE THE RIGHT TO A JURY IN THE EVENT OF LITIGATION. (f) THE LIMITATIONS ON REMEDIES AND RECOURSE SET FORTH IN SECTION 13(C), THIS SECTION 12, AND ELSEWHERE IN THIS AGREEMENT SHALL APPLY EVEN IN THE EVENT OF THE NEGLIGENCE, BREACH, STRICT LIABILITY OR OTHER LEGAL FAULT OF THE DEFAULTING OR BREACHING PARTY. (g) Notwithstanding anything in this Agreement to the contrary, and without implying that Seller has any such right, it is expressly understood and agreed that Purchaser’s members, manager, partners, shareholders, officers, directors, employees and agents shall not be personally liable to Seller, or its successors or assigns, for the payment of any money judgment obtained for a failure to perform or pay any covenant or obligation on the part of Purchaser to be performed or paid under this Agreement, it being expressly agreed that Seller’s sole and exclusive recourse as a result of such default shall be against the Exxxxxx Money and, as to the right to recover enforcement costs under Section 12(a), the assets of Purchaser. (h) Title Company shall not disburse the Exxxxxx Money to either party unless and until so instructed by both Seller and Purchaser, but such shall not preclude Title Company from interpleading the Exxxxxx Money to the registry of a court. Whenever either party is entitled to all or any part of the Exxxxxx Money, the other party shall promptly instruct Title Company, in writing, to make such disbursement or, in the event that of a good faith dispute, shall promptly give written notice thereof to the Vendor defaults or fails other party and to perform any of the terms and conditions contained Title Company specifying such dispute in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms reasonable detail. (i) The provisions of this Purchase Section 12 shall survive the Closing and any termination of this Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or If Buyer fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in this Purchase Agreementherein, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including if Buyer breaches any portion of the Deposit bonded by the Purchaser under the terms covenant or provision of this Agreement) , then Seller, as its sole remedy, may terminate this Agreement by notifying Buyer thereof, in which event Title Company shall immediately be forfeited deliver the Earnest Money, together xxxx all interest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityreasonable expenses, including but not limited to damages arising from reasonable attorney's fees and litigation costs, incurred in connection with obtaining the Purchaser’s breach and/or specific performanceEarnest Money following a xxxxxx hereof by Buyer. (b) In If Buyer terminates this Agreement pursuant to its rights to do so hereunder and is not in default under this Agreement, then the event that Earnest Money, together wxxx xxl interest thereon, shall be returned to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms and conditions contained in Property pursuant to this Purchase Agreement and the Vendor takes steps for any reason other than Buyer's failure to enforce the terms and conditions of this Purchase Agreementperform its obligations hereunder, or commences or defends any action for the judicial interpretationtermination hereof by Buyer in accordance with Section 12(b), enforcementthen Buyer, terminationas its exclusive remedies therefore, cancellation or rescission hereof or for damages for the breach hereof, the Vendormay: (1) terminate this Agreement by notifying Seller thereof, in which case the event it is successful in such actionEarnest Money, together wxxx xxx interest thereon, shall be entitled returned to solicitor Buyer and client costs on a full indemnity basisneither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. (d) In The provision for payment of liquidated damages in Section 12(a) has been included because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the PurchaserBuyer, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In This Agreement shall not be recorded in any public records in the event that State of Pennsylvania or the Vendor defaults county where the Property is located, and any such recording by or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will for Buyer shall be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendora default hereunder.

Termination and Remedies. (a) In If Buyer fails to consummate the purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7 or 13, or terminated by Seller pursuant to Section 8, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Buyer thereof in accord with Section 10 hereof, in which case the Title Company shall promptly deliver the Xxxxxxx Money to Seller, whereupon neither party shall have any further rights or obligations hereunder. Seller and Buyer hereby acknowledge and agree they have included this provision for payment of liquidated damages because, in the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consenta breach by Buyer, the Purchaser’s Deposit (including any portion actual damages incurred by Seller can reasonably be expected to approximate the amount of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damagesdamages called for, and shall because the actual amount of such damages would be difficult if not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited impossible accurately to damages arising from the Purchaser’s breach and/or specific performancemeasure. (b) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms and conditions contained in Properties pursuant to this Purchase Agreement and the Purchaser’s Deposit for any reason other than (including any portion of the Deposit bonded i) termination hereof by the Purchaser under the terms Buyer pursuant to Sections 5, 6, 7 or 13, (ii) Buyer's failure to perform its obligations hereunder or, (iii) Seller's termination of this AgreementAgreement pursuant to Section 8, Buyer shall have the right, as its sole and exclusive remedies, to either (x) is forfeited terminate this Agreement by notifying Seller thereof in accord with Section 10, in which case the Title Company shall deliver the Xxxxxxx Money to the VendorBuyer, the Vendor’s damages arising from the Purchaser’s breach whereupon neither party hereto shall be deemed to be have any further rights or obligations hereunder, or (y) enforce specific performance of Seller's obligation hereunder and/or seek any other remedies available at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performancelaw or in equity. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in If Buyer properly terminates this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to a right granted Buyer in Sections 5, 6, 7 or 13, or if Seller terminates this subclause, the Vendor will return all Deposits Agreement pursuant to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase AgreementSection 8, then the Deposit paid by Title Company shall deliver the Purchaser under the terms of this Purchase Agreement, together with Xxxxxxx Money to Buyer whereupon neither Buyer or Seller shall have any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendorrights or obligations hereunder.

Termination and Remedies. (a) In the event that the If Purchaser defaults or fails in its obligation to perform any of purchase the terms and conditions contained in Property pursuant to this Purchase Agreement, or assigns then Seller, as its sole and exclusive remedy therefor, shall have the right to terminate this Agreement without by notifying Purchaser thereof, in which event the Vendor’s consent, Title Company shall deliver the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited Xxxxxxx Money to the Vendor. Such forfeiture shall not be deemed to be Seller as liquidated damages, and whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder. This provision shall not preclude further claims by limit Purchaser's liability in respect of the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performanceindemnity contained in Section 6 (a) hereof. (b) In If Purchaser terminates this Agreement pursuant to Sections 5, 6 or 9 hereof or pursuant to any other provision hereof expressly permitting Purchaser to terminate, then the event that Title Company shall return the Purchaser defaults Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceobligations hereunder. (c) If Seller defaults under any provision of this Agreement, then Purchaser as its sole and exclusive remedy shall have the right to terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder. Notwithstanding the foregoing, if Seller fails to convey at Closing a title, subject to and in accordance with the provisions of paragraph 4 of this Agreement, or if Seller shall fail to comply with the commitments, warranties, representations or conditions on the part of Seller to be performed as set forth herein, the Purchaser may elect to accept title to the Property subject to any such title defect, misrepresentation, failure of condition, breach of warranty or other deficiency as Seller may be able to convey, without reduction of the Purchase Price and without any other liability on the part of the Seller. In the event that the Purchaser defaults or fails shall elect to perform any of the close title pursuant to such terms and conditions contained Seller shall fail to deliver title to the Property in this Purchase Agreement and accordance with the Vendor takes steps to enforce the terms and conditions provisions of this Purchase Agreementparagraph, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, Purchaser shall be entitled to solicitor and client costs on a full indemnity basismaintain an action for specific performance (without any right to abatement in purchase price or damages). In no event shall Seller be liable to Purchaser for damages of any kind, whether actual, consequential or punitive. (d) In Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 10(a) because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In addition to Purchaser’s right of cancellation as provided in Section 4(b), at any time after the event that expiration of such right of cancellation and prior to delivery of the Completion Notice to Purchaser, and provided Purchaser defaults or fails to perform is not in default of any of the terms his obligations and conditions contained in this Purchase Agreementcovenants hereunder, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond any reason whatsoever upon delivery of written notice of such termination to Seller, in which case the control Xxxxxxx Money deposit shall become non-refundable and shall be paid to Seller. Following Xxxxxx’s receipt of the Vendor, the Vendor may terminate this Purchase Agreement. Upon any such notice of termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the from Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by Seller will direct the Vendor prior Escrowee to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. pay the Xxxxxxx Money (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon) to Seller. The Xxxxxxx Money represents Seller’s reasonable estimation of costs incurred by Seller as a result of such termination and Purchaser hereby authorizes the Escrowee to pay Seller the Xxxxxxx Money following Purchaser’s termination pursuant to this Section 12(a). Seller’s right to retain the Xxxxxxx Money as described in this Section 12(a) shall be Seller’s sole and exclusive remedy, will in lieu of any and all other remedies otherwise available to Seller hereunder or at law or in equity, in the event Purchaser terminates this Purchase Agreement as provided in this Section 12(a) (but nothing contained herein shall be paid by deemed to modify Purchaser’s right to cancel this Purchase Agreement and receive a full refund of the Vendor Xxxxxxx Money, together with accrued interest as provided in Section 4(b)). Upon payment to Seller of the Purchaser Xxxxxxx Money under this Section 12(a), this Purchase Agreement shall be null and the Purchaser will void and neither party hereto shall have no any further claim against the Vendorliability, obligations or rights hereunder.

Termination and Remedies. (a) In the event that the 1. If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6, 7, 8, and 12 then Seller, as its sole remedy, shall have the Vendor’s consentright to terminate this Agreement by notifying Purchaser thereof, the Purchaser’s Deposit (including any portion in which event Title Company shall deliver all of the Deposit bonded by Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder except for those that survive the Purchaser under the terms termination of this Agreement) shall immediately be forfeited . 2. If Purchaser timely terminates this Agreement pursuant to the Vendor. Such forfeiture shall not be deemed to be liquidated damagesSections 5, 6, 7, 8, and 12, then Title Company shall not preclude return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further claims by rights or obligations hereunder, except for those that expressly survive the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited . 3. If Seller fails to consummate the Vendorsale of the Property or perform its obligations hereunder pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 13.(b), the Vendor’s damages arising from the Purchaser’s breach then Purchaser shall be deemed to be at least equal to the forfeited Deposit without restricting have the right to, as Purchaser's sole and exclusive remedies for Seller's default, either: terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the entire Xxxxxxx Money to Purchaser and Seller shall pay to Purchaser all of Purchaser's Contract Costs whereupon neither party hereto shall have any further rights or obligations hereunder except for those that survive the termination of this Agreement; or enforce specific performance of the Vendor to xxx for additional damages and/or specific performanceobligations of Seller hereunder. (c4. Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 13.(a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendorbecause, in the event it is successful in such action, shall be entitled to solicitor and client costs on of a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) 11.1 In the event that on the Purchaser defaults Closing Date or fails to perform after any permitted adjournment of the Closing Date, any of Seller’s representations or warranties contained herein are untrue in any material respect or if any of the terms conditions precedent to Purchaser’s obligation to consummate the transactions contemplated hereby shall have failed to occur and conditions contained in Seller fails to cure such untruth or condition precedent within thirty (30) days following written notice from Purchaser, Purchaser may, at its option (i) terminate this Purchase AgreementAgreement by giving written notice of termination to Seller, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion in which event Purchaser shall receive a refund of the Deposit bonded and the Extension Fees (if previously paid by Purchaser), but specifically excluding any statutory interest, and neither party under this Purchase Agreement shall have any further obligation to the other, or (ii) close title to the Premises without any abatement of the Purchase Price, in which event Purchaser shall be deemed to have waived any rights it may have had on account of such untruth, failure to perform or failure to occur. If Seller defaults in any of its obligations under this Purchase Agreement and fails to cure such default within thirty (30) days following written notice from Purchaser of such default, then Purchaser may, at Purchaser’s election: (a) terminate this Purchase Agreement by giving written notice thereof to Seller, in which event the Deposit and the Extension Fees (if previously paid by Purchaser), but specifically excluding any statutory interest, will promptly be returned to Purchaser, [****](b) waive such default and consummate the transaction contemplated hereby in accordance with the terms of this Purchase Agreement; or (c) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or seek specific performance. (b) In the event that the 11.2 If Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with the entire damages which Seller will thereby sustain cannot be exactly determined; therefore, it is agreed that in the event of any accrued interest thereondefault by Purchaser, will be the Deposit and the Extension Fees (to the extent previously paid by Purchaser) shall be considered as liquidated damages for such failure or refusal of Purchaser to consummate this transaction or for any non-compliance, non- performance, breach or default by Purchaser, and shall become the Vendor to the Purchaser exclusive property of, and the Purchaser will have be permanently retained by Seller, as Seller’s sole remedy and Purchaser’s sole obligation in any and all events. Seller shall retain such amounts as liquidated damages and no further claim rights or causes of action shall remain against the VendorPurchaser, nor shall Purchaser have any further rights under this Purchase Agreement or otherwise, with respect to Seller, except as otherwise expressly set forth in this Purchase Agreement.

Termination and Remedies. (a) In the event that the Purchaser defaults or If Buyer fails to perform any consummate the purchase of the terms and conditions contained Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in this Purchase AgreementSections 5, 6, 7, or assigns 13, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement without by notifying Buyer thereof, in which event the Vendor’s consentTitle Company shall deliver to Seller, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be as liquidated damages, the Xxxxxxx Money, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder. Seller and shall Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and because the actual amount of such damages would be difficult if not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited impossible accurately to damages arising from the Purchaser’s breach and/or specific performancemeasure. (b) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Property pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7, or 13 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and conditions contained exclusive remedies, to terminate this Agreement by notifying Seller thereof, in this Purchase Agreement and which case the Purchaser’s Deposit (including Title Company shall deliver the Xxxxxxx Money to Buyer, whereupon neither party hereto shall have any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performancefurther rights or obligations hereunder. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in If Buyer terminates this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclausea right granted Buyer in Section 5, the Vendor will return all Deposits to the Purchaser6, without interest7, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement13, then the Deposit paid by Title Company shall deliver the Purchaser under the terms of this Purchase Agreement, together with Xxxxxxx Money to Buyer whereupon neither Buyer or Seller shall have any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendorrights or obligations hereunder.

Termination and Remedies. (a) In the event that the a. If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without for any reason other than timely termination hereof pursuant to a right granted to Purchaser in Sections 5.b., 6, 7.a., 10, 11.c. or 12.n., then Seller, as its sole and exclusive remedy, may terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Vendor’s consentXxxxxxx Money theretofore deposited by Purchaser with Title Company hereunder to Seller as liquidated damages, the Purchaser’s Deposit (including any portion whereupon, except for obligations of the Deposit bonded by the Purchaser under the terms which survive termination of this Agreement) , neither Purchaser nor Seller shall immediately be forfeited to the Vendorhave any further rights or obligations hereunder. Such forfeiture shall not be deemed to be The provision for payment of liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendorhas been included because, in the event it is successful of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. Nothing contained in such actionthis Section 11.a. shall limit Seller's remedies with respect to any obligation of Purchaser which survives the Closing or termination of this Agreement. b. If Purchaser terminates this Agreement pursuant to Sections 5.b., 6, 7.a., 10, 11.c. or 12.n., then the Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement. c. If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder in all material respects or termination hereof by Purchaser in accordance with Section 11.b., or any of Seller's representations or warranties herein are untrue, incorrect and inaccurate in any material respect, or Seller breaches any material covenant of Seller hereunder, then Purchaser may, as its exclusive remedies therefor: (i) terminate this Agreement by notifying Seller thereof, in which case Title Company shall deliver the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the termination of this Agreement; or (ii) enforce specific performance of the obligations of Seller hereunder, and all expenses, including reasonable attorneys' fees and litigation costs, incurred in enforcing its rights and remedies hereunder. In no event shall Purchaser have the right to pursue or be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendorrecover any damages from Seller in connection with any breach of this Agreement by Seller, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either all of which are hereby expressly waived by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified Nothing contained in this Purchase Agreement for reasons beyond Section 11.c. shall limit Purchaser's remedies with respect to any obligation of Seller which survives the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon Closing or termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsAgreement. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In If Buyer fails to consummate the purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 7, 8, or 12, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Buyer thereof, in which case the Title Company shall deliver the Xxxxxxx Money to Seller, whereupon neither party shall have any further rights or obligations hereunder. Seller and Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consenta breach by Buyer, the Purchaser’s Deposit (including any portion actual damages incurred by Seller can reasonably be expected to approximate the amount of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damagesdamages called for, and shall because the actual amount of such damages would be difficult if not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited impossible accurately to damages arising from the Purchaser’s breach and/or specific performancemeasure. (b) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Properties pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 7, 8, or 12 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and conditions contained exclusive remedies, to either (x) terminate this Agreement by notifying Seller thereof, in this Purchase Agreement and which case the Purchaser’s Deposit Title Company shall deliver the Xxxxxxx Money to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, or (including any portion y) enforce specific performance of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceSeller's obligation hereunder. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in If Buyer terminates this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclausea right granted Buyer in Sections 5, the Vendor will return all Deposits to the Purchaser7, without interest8, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, 12 then the Deposit paid by Title Company shall deliver the Purchaser under the terms of this Purchase Agreement, together with Xxxxxxx Money to Buyer whereupon neither Buyer or Seller shall have any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendorrights or obligations hereunder.

Termination and Remedies. (a) In If Buyer fails to consummate the purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7, 12, or 16 then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Buyer thereof, in which case the Title Company shall deliver the Earnest Money to Seller, whereupon neither party shall have any furthex xxxxxs or obligations hereunder. Seller and Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consenta breach by Buyer, the Purchaser’s Deposit (including any portion actual damages incurred by Seller can reasonably be expected to approximate the amount of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damagesdamages called for, and shall because the actual amount of such damages would be difficult if not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited impossible accurately to damages arising from the Purchaser’s breach and/or specific performancemeasure. (b) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Properties pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7, or 12 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and conditions contained exclusive remedies, to either (x) terminate this Agreement by notifying Seller thereof, in this Purchase Agreement and which case the Purchaser’s Deposit Title Company shall deliver the Earnest Money to Buyer, whereupon neither party hereto shall have any xxxxxxx rights or obligations hereunder, or (including any portion y) enforce specific performance of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceSeller's obligation hereunder. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in If Buyer terminates this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclausea right granted Buyer in Sections 5, the Vendor will return all Deposits to the Purchaser6, without interest7, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation12, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, 16 then the Deposit paid by Title Company shall deliver the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor Earnest Money to the Purchaser and the Purchaser will Buyer whereupon neither Buyer or Seller shall have no further claim against the Vendoranx xxxxxer rights or obligations hereunder.

Termination and Remedies. 10.1 If, prior to or at Closing: (a) Seller defaults hereunder and shall have failed to perform, in any material respect, any of the covenants or agreements contained herein which are to be performed by Seller, or if any warranty or representation made by Seller herein is not true and correct in all material respects as of Closing, and (b) in all cases other than the Seller’s failure to fully perform its obligations at Closing pursuant to Article 6 of this Agreement in the absence of Purchaser’s default, Seller has not cured any such default within five (5) business days of having received written notice thereof from Purchaser, Purchaser may, as its sole remedy, either (i) terminate this Agreement and receive an immediate refund of the Deposit from Escrow Agent or (ii) seek specific performance of this Agreement and, in either case, recover from Seller all of Purchaser’s reasonable third party expenses (in no event to exceed $75,000) actually incurred in connection with the transactions contemplated by this Agreement and as a result of such default or non-performance including, without limitation, attorneys’ fees and costs. If the Closing shall have occurred and Seller shall have defaulted hereunder by its failure to have performed any of the covenants or agreements contained herein which are to be performed after Closing, or defaults hereunder because any warranty or representation made by Seller herein is found to have not been true and correct in any material respect when made or as of Closing, Purchaser may seek to enforce its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement. Seller shall be liable only for direct and actual damages suffered by Buyer on account of Seller’s default in an amount equal to or in excess of Fifty Thousand and no/100 Dollars ($50,000), but in no event shall Seller be liable for any such damages in an amount exceeding Five Hundred Fifty Thousand and no/100 Dollars ($550,000). In no event shall Seller be liable for any indirect, consequential or punitive damages on account of Seller’s breach of any representation or warranty contained in this Agreement. During the event that pendency of the Survival Period, Seller shall (i) not dissolve and shall maintain its existence as a limited liability company, and (ii) maintain at least $550,000 in liquid assets in an account segregated from any assets of any of Seller’s affiliates or any operating account or other active account of Seller, which obligations shall survive Closing and the recordation of the deed. 10.2 If Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and, prior to or at Closing: (a) Purchaser defaults or hereunder in any material respect, fails to perform any of the terms covenants or agreements contained herein which are to be performed by Purchaser, or if any warranty or representation made by Purchaser herein is not true and conditions correct in all material respects as of Closing, and (b) in all cases other than the Purchaser’s failure to fully perform its obligations at Closing pursuant to Article 6 of this Agreement in the absence of Seller’s default, Purchaser has not cured any such default within five (5) business days of having received written notice thereof from Seller, then Purchaser shall forfeit the Deposit together with any interest earned thereon, to Seller, as Seller’s sole and exclusive remedy, as liquidated damages, due to the inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof. If, after Closing Purchaser defaults hereunder by its failure to have performed any of the covenants or agreements contained herein which are to be performed after Closing or defaults hereunder because any warranty or representation made by Purchaser herein is not true and correct in any material respect as of Closing, Seller may seek to enforce its remedies under applicable law, subject to the limitations imposed by Section 8.1 of this Agreement. In no event shall Purchaser be liable for any indirect, consequential or punitive damages on account of Purchaser’s breach of any representation, warranty or obligation contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or If Buyer fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in this Purchase Agreementherein, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including if Buyer breaches any portion of the Deposit bonded by the Purchaser under the terms covenant or provision of this Agreement) , then Seller, as its sole remedy, may terminate this Agreement by notifying Buyer thereof, in which event Title Company shall immediately be forfeited deliver the Earnest Money, together with all interest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityreasonable expenses, including but not limited to damages arising from reasonable attorney's fees and litigation costs, incurred in connection with obtaining the Purchaser’s breach and/or specific performanceEarnest Money following a xxxxxx hereof by Buyer. (b) In the event that the Purchaser If Seller defaults or fails to perform in performance of any of its duties or obligations contained herein, may: (1) terminate this Agreement by notifying Seller thereof, in which case the terms Earnest Money, together xxxx xll interest thereon, shall be returned to Buyer and conditions contained in this Purchase Agreement and neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement; or (2) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right enforce specific performance of the Vendor to xxx for additional damages and/or specific performanceobligations of Seller hereunder, or (3) exercise any other right or remedy available at law or in equity. (c) In the event that the Purchaser defaults or fails to perform any The provision for payment of the terms and conditions contained liquidated damages in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the VendorSection 15(a) has been included because, in the event it is successful in such action, shall be entitled to solicitor and client costs on of a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either breach by action or inaction, or that the Vendor cannot meet the expectations of the PurchaserBuyer, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) Section 13.01 In the event that the Purchaser defaults any of Seller’s or fails Academy’s representations or warranties contained herein are untrue at Closing or if Seller or Academy shall have failed to perform have performed any of the terms and conditions covenants and/or agreements contained in this Purchase Agreementherein which are to be performed by Seller or Academy, or assigns this Agreement without if any of the Vendor’s consent, the conditions precedent to Purchaser’s Deposit obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, as its sole and exclusive remedies, (including any portion i) terminate this Contract in its entirety by giving written notice of termination to Seller, in which event the Deposit bonded Downpayment, together with accrued interest (less the Independent Consideration), shall be promptly returned to Purchaser by the Escrow Agent, neither party shall have any further rights or liabilities under this Contract except that Purchaser and Seller shall continue to remain liable under the terms indemnification provisions of Section 14.01 or (ii) seek to enforce specific performance of this Agreement) Contract. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Purchaser because of Seller’s or Academy’s affirmative acts, Purchaser shall immediately be forfeited entitled to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, pursue all rights and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at or in equity, including but . The foregoing provisions shall not limited to damages arising from the Purchaser’s breach and/or specific performancelimit any rights or remedies that Purchaser may have after Closing under any provisions of this Contract that survive Closing. (b) Section 13.02 In the event that Purchaser shall default in the Purchaser defaults or fails performance of its obligations to perform any of purchase the terms Parcel and conditions contained in this Purchase Agreement and the Purchaserto make all payments to Seller required hereunder, Seller, as Seller’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendorsole remedy, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting have the right of to receive and retain the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms Downpayment and conditions contained in this Purchase Agreement all interest and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for other sums earned thereon as liquidated damages for the breach hereofall loss, the Vendor, in the event it is successful in such action, shall be entitled to solicitor damage and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either expense suffered by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellationSeller, including, but not limited towithout limitation, taxesthe loss of its bargain, utilities, interest and other carrying costs. (e) In the event neither party shall have any further rights or liabilities under this Contract except that the Vendor defaults or fails Purchaser and Seller shall continue to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser remain liable under the terms indemnification provisions of this Purchase AgreementSection 14.01 and Purchaser shall continue to remain liable under the provisions of Section 3.02(b), together with any accrued interest thereon, will be paid by the Vendor to the Purchaser Section 3.02(c) and the Purchaser will have no further claim against the VendorSection 7.01.

Termination and Remedies. (a) In the event that the a. If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 6, 7, 8, 11 and 13 hereof, then Seller, as its sole remedies, shall have the Vendor’s consentright to: (i) terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited Earnxxx Xxxey to the Vendor. Such forfeiture shall not be deemed to be Seller as liquidated damages, and whereupon neither Purchaser nor Seller shall not preclude have any further claims by rights or obligations hereunder, or (ii) enforce specific performance of the Vendor against obligations of Purchaser hereunder. b. If Purchaser terminates this Agreement pursuant to Section 6, 7, 8, 11 or 13 hereof, then Title Company shall return the Purchaser Earnxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder. c. If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than termination hereof pursuant to Section 13, Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b), then Purchaser, as its sole remedies, shall have the right to: (i) terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the Earnxxx Xxxey to Purchaser and all remedies available at law and at equity, including but not limited to damages arising from neither party hereto shall have any further rights or obligations hereunder; or (ii) enforce specific performance of the Purchaser’s breach and/or specific performanceobligations of Seller hereunder. (bd. Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendorbecause, in the event it is successful in such action, shall be entitled to solicitor and client costs on of a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or If Buyer fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in this Purchase Agreementherein, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including if Buyer breaches any portion of the Deposit bonded by the Purchaser under the terms covenant or provision of this Agreement) , then Seller, as its sole remedy, may terminate this Agreement by notifying Buyer thereof, in which event Title Company shall immediately be forfeited deliver the Xxxxxxx Money, together with all interest thereon, to Seller as LIQUIDATED DAMAGES. In addition to the Vendor. Such forfeiture foregoing, Seller shall not also be deemed entitled to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and recover all remedies available at law and at equityreasonable expenses, including but not limited to damages arising from reasonable attorney's fees and litigation costs, incurred in connection with obtaining the Purchaser’s Xxxxxxx Money following a breach and/or specific performancehereof by Buyer. (b) In If Buyer terminates this Agreement pursuant to its rights to do so hereunder and is not in default under this Agreement, then the event that Xxxxxxx Money, together with all interest thereon, shall be returned to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms and conditions contained in Property pursuant to this Purchase Agreement and the Vendor takes steps for any reason other than Buyer's failure to enforce the terms and conditions of this Purchase Agreementperform its obligations hereunder, or commences or defends any action for the judicial interpretationtermination hereof by Buyer in accordance with Section 11(b), enforcementthen Buyer, terminationas its exclusive remedies therefore, cancellation or rescission hereof or for damages for the breach hereof, the Vendormay: (1) terminate this Agreement by notifying Seller thereof, in which case the event it is successful in such actionXxxxxxx Money, together with all interest thereon, shall be entitled returned to solicitor Buyer and client costs on a full indemnity basisneither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the termination of this Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. (d) In The provision for payment of liquidated damages in Section 11 (a) has been included because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the PurchaserBuyer, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In This Agreement shall not be recorded in any public records in the event that State of New Hampshire or the Vendor defaults county where the Property is located, and any such recording by or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will for Buyer shall be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendora default hereunder.

Termination and Remedies. (a) In the event that the Purchaser defaults or If Buyer fails to perform any consummate the purchase of the terms and conditions contained Property pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in this Purchase AgreementSections 5, 6, 7, or assigns 13, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement without by notifying Buyer thereof, in which event the Vendor’s consentTitle Company shall deliver to Seller, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be as liquidated damages, the Xxxxxxx Money, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder. Seller and shall Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event of a breach by Buyer, the actual damages incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for, and because the actual amount of such damages would be difficult if not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited impossible accurately to damages arising from the Purchaser’s breach and/or specific performancemeasure. (b) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Property pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7, or 13 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and conditions contained exclusive remedies, to either (i) terminate this Agreement by notifying Seller thereof, in this Purchase Agreement and which case the Purchaser’s Deposit Title Company shall deliver the Xxxxxxx Money to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, or (including any portion ii) enforce specific performance of the Deposit bonded by the Purchaser under the terms obligations of Seller hereunder and/or seek damages for breach of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceAgreement by Seller. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in If Buyer terminates this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclausea right granted Buyer in Section 5, the Vendor will return all Deposits to the Purchaser6, without interest7, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement13, then the Deposit paid by Title Company shall deliver the Purchaser under the terms of this Purchase Agreement, together with Xxxxxxx Money to Buyer whereupon neither Buyer or Seller shall have any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendorrights or obligations hereunder.

Termination and Remedies. (a) In the event that the If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without (for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6, 7, and 11 hereof), then Seller, as its sole remedy, shall have the Vendor’s consentright to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited Xxxxxxx Money to the Vendor. Such forfeiture shall not be deemed to be Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and shall not preclude further claims by repair obligations of Purchaser stated herein to survive termination of this Agreement [the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance"SURVIVING OBLIGATIONS"]). (b) In If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the event that Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceSurviving Obligations. (c) In the event that the Purchaser defaults If Seller breaches this Agreement prior to Closing or fails to perform any consummate the sale of the terms Property pursuant to this Agreement (for any reason other than Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and conditions contained in exclusive remedy is to either: (i) terminate this Purchase Agreement and the Vendor takes steps by giving written notice to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the VendorSeller thereof, in which case Title Company shall return the event it is successful in such action, Xxxxxxx Money to Purchaser and neither party hereto shall be entitled to solicitor and client costs on a full indemnity basishave any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) In Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained Nothing in this Purchase Agreement, then the Deposit paid Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the Purchaser other party under the terms of this Purchase Agreement, together with any accrued interest thereon, will circumstances in which injunctive relief would be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendoravailable under applicable law.

Termination and Remedies. (a) In the event that the If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement without the Vendor’s consentfor any reason other than termination hereof pursuant to a right granted to Purchaser herein, the Purchaser’s Deposit (including any portion of then Seller, as its sole remedy, may terminate this Agreement by notifying Purchaser thereof, in which event Escrow Agent shall deliver the Deposit bonded by to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder, except for those which survive the Purchaser under the terms termination of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the If Purchaser defaults or fails terminates this Agreement pursuant to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of a right granted to Purchaser herein, then Escrow Agent shall return the Deposit bonded by to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Property pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder in any material respect or termination hereof by Purchaser in accordance with Section 12(b), then Purchaser may, as its exclusive remedies therefor: (1) terminate this Agreement by notifying Seller thereof, in which case Escrow Agent shall deliver the Deposit to Purchaser and conditions contained in this Purchase Agreement and neither party hereto shall have any further rights or obligations hereunder, except for those which survive the Vendor takes steps to enforce the terms and conditions termination of this Purchase Agreement, Agreement or commences or defends any action for (2) seek specific performance of the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basisobligations of Seller hereunder. (d) In The provision for payment of liquidated damages in Section 12(a) has been included because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure accurately. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) 11.1 In the event that on the Purchaser defaults Closing Date or fails after any permitted adjournment of the Closing Date, if Seller shall have been unable to perform any material covenant and/or agreement contained herein which is to be performed by Seller, or if any of the terms conditions precedent to Purchaser’s obligation to consummate the transactions contemplated hereby shall have failed to occur due to Seller's inability to perform same, Purchaser may, at its option (i) terminate this Contract by giving written notice of termination to Seller, in which event Purchaser shall (a) receive a refund of the Downpayment and conditions contained in (b) Purchaser shall receive from Seller the net costs of Purchaser's title search and survey fees, and thereafter neither party under this Purchase AgreementContract shall have any further obligation to the other, or assigns this Agreement (ii) close title to the Premises without the Vendor’s consent, the Purchaser’s Deposit (including any portion abatement of the Deposit bonded by Purchase Price, in which event Purchaser shall be deemed to have waived any rights it may have had on account of such untruth, failure to perform or failure to occur. Notwithstanding the Purchaser foregoing, if Seller defaults under the terms of this Agreement) the Contract, Purchaser shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, have all rights and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at to it in law and at or equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the 11.2 If Purchaser defaults or and fails to perform any cure said default within five (5) days after receipt of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendorwritten notice, the Vendor’s entire damages arising from the Purchaser’s breach shall which Seller will thereby sustain cannot be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event exactly determined; therefore, it is agreed that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of any default by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work all amounts paid by Purchaser as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement a deposit pursuant to this subclause, the Vendor will return all Deposits to the Contract shall be considered as liquidated damages for such default by Purchaser, without interestand shall become the exclusive property of, after deducting and be permanently retained by Seller as Seller’s sole remedy and Purchaser’s sole obligation in any reasonable and necessary expenses incurred by the Vendor prior all events. Seller shall retain such amounts as liquidated damages and no further rights or causes of action shall remain against Purchaser, nor shall Purchaser have any further rights under this Contract or otherwise, with respect to cancellationSeller, including, but not limited to, taxes, utilities, interest except that Purchaser and other carrying costs. (e) In the event that the Vendor defaults or fails Seller shall continue to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser remain liable under the terms provisions of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser subsection 3.2 D and the Purchaser will have no further claim against the VendorSection 12 hereof.

Termination and Remedies. (a) 10.1 In the event that any of Seller’s representations or warranties contained herein are materially untrue and impair the Purchaser defaults marketability of title to the Property, or fails if Seller shall have failed to perform have performed any of the terms and conditions covenants and/or agreements contained in this Purchase Agreementherein which are to be performed by Seller, or assigns if any of the conditions precedent to Purchaser’s obligation to consummate the transactions contemplated hereby shall have failed to occur, Purchaser may, at its option, terminate this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion by giving written notice of termination to Seller and receive a full and immediate refund of the Deposit bonded Deposit, to the extent refundable by the Purchaser under the terms of this Agreement) , or Purchaser may seek to enforce specific performance of this Agreement. It is expressly understood and agreed by Seller and Purchaser that the failure by Purchaser to terminate this Agreement for any reason pursuant to this Section shall immediately be forfeited in no way waive, alter or modify any rights of Purchaser in regard to the Vendor. Such forfeiture shall not be deemed to be liquidated damagesrepresentations, warranties, covenants and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performanceagreements of Seller herein. (b) In 10.2 If this Agreement is terminated by Purchaser pursuant to any provision of this Agreement authorizing such termination, Purchaser shall be entitled to the event that the Purchaser defaults or fails to perform any immediate refund of the terms and conditions contained in this Purchase Agreement and Deposit, to the Purchaser’s Deposit (including any portion of the Deposit bonded extent refundable by the Purchaser under the terms of this Agreement) is forfeited , and thereafter Seller and Purchaser shall have no further obligation or liabilities one to the Vendorother hereunder, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceexcept as in this Agreement so provided. (c) In the event that the 10.3 If Seller is not then in default in its obligations or agreements, and Purchaser defaults or fails has not terminated this Agreement pursuant to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, provisions authorizing such termination, cancellation or rescission hereof or for damages for and Purchaser fails to close the breach hereoftransaction contemplated hereby, the Vendor, in the event it is successful in such action, Seller shall be entitled to solicitor receive the Deposit as liquidated damages as Seller’s sole and client costs on exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations result of the Purchaser, the Vendor may unilaterally terminate ’s default under this Purchase Agreement. In Seller and Purchaser recognize and agree that such remedy providing for liquidated damages is a reasonable amount in the event that context of a transaction in which the Vendor measurement of damages is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsfeasible. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the If Purchaser defaults or fails to perform any consummate the purchase of the terms and conditions contained in Property pursuant to this Purchase Agreement for any reason other than (i) termination hereof pursuant to a termination right afforded Purchaser under this Agreement, or assigns (ii) Purchaser's termination of this Agreement without the Vendor’s consent, the Purchaser’s Deposit pursuant to paragraph (including any portion of the Deposit bonded by the Purchaser under the terms c) of this AgreementSection, or (iii) Seller's failure to perform its obligations hereunder, then Seller, as its sole and exclusive remedy, shall immediately be forfeited to terminate this Agreement by notifying Purchaser thereof, in which event, Seller shall keep the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performanceAdvance. (b) In the event that the Purchaser defaults Seller refuses or fails to perform any satisfy its obligations hereunder and resolve contingencies and satisfy conditions as required of it hereunder, or in the terms event all contingencies or conditions to closing benefitting Purchaser have been satisfied or waived on or before the Closing Date, but Seller nevertheless refuses or fails to convey title to the Property and conditions contained close the transaction contemplated hereby in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under accordance with the terms of this Agreement, Purchaser, as its sole and exclusive remedy shall elect one of the following remedies: (i) is forfeited to terminate this Agreement, in which event the Vendor, the Vendor’s damages arising from the Purchaser’s breach Advance shall be deemed returned to be at least equal to the forfeited Deposit without restricting the right Purchaser; or (ii) institute legal proceedings against Seller for specific performance of the Vendor to xxx for additional damages and/or specific performanceSeller's obligations hereunder. (c) In the event that the Purchaser defaults If (i) any of Seller's representations or warranties are determined to be false, inaccurate or misrepresented in any material respect, or (ii) Seller fails to perform any consummate the sale of the terms and conditions contained in Property pursuant to this Purchase Agreement and the Vendor takes steps for any reason other than Purchaser's failure to enforce the terms and conditions of this Purchase Agreementperform its obligations hereunder, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such actionthen Purchaser, shall be entitled to solicitor and client costs on a full indemnity basishave the rights set forth in paragraph (b) above. (d) In Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in paragraph (a) of this Section because, in the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either of a breach by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable actual damages to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses be incurred by Seller can reasonably be expected to approximate the Vendor prior amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsmeasure. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. It is understood and agreed between Landlord and Tenant that if the rent specified above, or any part thereof, shall be in arrears or unpaid on the day of payment, then Landlord will give Tenant ten (a10) days written notice to cure such default. It is understood and agreed between Landlord and Tenant that if default shall be made in any of the covenants or agreements contained in this Lease, other than rent, Landlord will give Tenant thirty (30) days written notice unless Landlord and Tenant mutually agree to extend such period, to cure such default. If Tenant shall remain in possession of the premises after the above required notice period, and such default has not been cured, it shall be lawful for the Landlord to declare the said term ended and re-enter the premises to expel, remove, or put out Tenant; and to repossess and enjoy the same premises again as in its first and former state. If at any time the term shall be declared ended at such election of Landlord, Tenant agrees to surrender and deliver the premises peaceably to the Landlord. If Tenant shall remain in possession of the premises after the required notice period specified above, Tenant shall be Landlord Initial D.P. Tenant Initial J.Z. ----- ----- deemed guilty of a forcible entry and detainer of the premises under the laws of the State of New Mexico and shall be subject to eviction and removal under due process of law. It is understood and agreed between Landlord and Tenant that at any time after such termination the Landlord may re-lease the premises or any part thereof, for such term and on such conditions as the Landlord, in his sole discretion, may determine, and may collect and receive the rent thereafter. In the event Landlord re-leases the premises, it is understood and agreed that the Purchaser defaults term may be greater or fails lesser than the period which constituted the term of this Lease, and the conditions may include free rent or other concessions which may be reasonably required to perform induce another party to lease the premises. Landlord agrees to work in good faith to release the premises to mitigate economic loss to Landlord and Tenant. It is also understood and agreed that no such termination of this Lease shall relieve Tenant of its liabilities and obligations under this Lease, and such liabilities and obligations shall survive any such termination. In the event of any such termination, whether or not the premises have been re-leased, the total remaining balance of the terms rent which would be due and conditions contained in this Purchase Agreement, or assigns this Agreement without payable for the Vendor’s consent, the Purchaser’s Deposit (including any portion remainder of the Deposit bonded term of this Lease, less the net proceeds of any re-leasing effected by the Purchaser under Landlord, shall become due and payable as liquidated damages of Tenant's default. The net proceeds shall be calculated as the terms gross dollar amount of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by new lease less any expenses Landlord incurred in re-leasing the Vendor against the Purchaser for any and all remedies available at law and at equity, premises including but not limited to damages arising from all repossession costs, brokerage commissions, legal and attorney fees, alteration costs and expense of preparation for such re-leasing. It is understood and agreed that Tenant will pay all costs, reasonable attorney's fees and reasonable expenses incurred by Landlord in enforcing the Purchaser’s breach and/or specific performance. (b) In covenants of this Lease. If a suit is brought by any party to this Lease to enforce the event that the Purchaser defaults or fails to perform any of the terms covenants and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the VendorLease, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, prevailing party shall be entitled to solicitor reasonable attorney fees and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred be assessed by the Vendor prior court. Landlord's right of lien does not extend to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costspersonal property within the demised premises which is leased by tenant. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. 10.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller, within ten (a10) In days of written notification of such failure, Purchaser may, at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the event that right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 10.02 If the Purchaser defaults has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms terms, covenants and conditions contained in this Purchase Agreement, or assigns of this Agreement without as required on the Vendor’s consentpart of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser’s Deposit , whereupon one-half percent (including any portion 1/2%) of the Deposit bonded purchase price shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obligation to the other except as set forth in paragraph 12.01, (Real Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are uncertain in amount and difficult to ascertain, and that said amount of liquidated damages was reasonably determined by mutual agreement between the Purchaser under parties, and said sum was not intended to be a penalty in nature. 10.03 The parties acknowledge that the terms remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take into account the peculiar risks and expenses of each of the parties. 10.04 If Purchaser is not satisfied, for any reason whatsoever, with the results of the Environmental Site Assessment Report Phase II, Purchaser may terminate this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for pay liquidated damages or any and all remedies available at law and at equity, including but not limited costs to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In the event that the Purchaser defaults or fails to perform fulfill any of its material obligations hereunder, and such failure continues for twenty (20) days after Purchaser’s receipt of written notice from Seller specifying such failure, Seller shall have the terms and conditions contained in right to terminate this Purchase Agreement, in which event the Xxxxxxx Money shall be retained by Seller as liquidated and exclusive damages, and Seller shall have no further recourse or assigns remedy at law or in equity other than to draw upon the Xxxxxxx Money. Upon payment of the Xxxxxxx Money and Extension Payment, if applicable, together with interest thereon to Seller pursuant to this Section 11(a), this Agreement without shall terminate and neither Party shall have any further obligations or liabilities to the Vendor’s consentother Party, except for any obligations that expressly survive the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated The Parties have agreed that Seller’s actual damages, in the event of a default by Purchaser, would be extremely difficult or impracticable to determine. The Parties acknowledge that the face amount of the Xxxxxxx Money has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and shall not preclude further claims by the Vendor as Seller’s sole and exclusive remedy (except for receipt of copies of plans as aforesaid) against the Purchaser for any and all remedies available Purchaser, at law and at or in equity, including but not limited to damages arising from in the event of a default under this Agreement on the part of Purchaser’s breach and/or specific performance.. Seller Initials Purchaser Initials (b) In the event that the Purchaser defaults or Seller fails to perform fulfill any of its material obligations hereunder, and such failure continues for twenty (20) days after Seller’s receipt of written notice from Purchaser specifying such failure, Purchaser shall have the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion right to elect one of the Deposit bonded following rights and remedies: (1) Purchaser shall have the right to terminate this Agreement by notice to Seller, in which event the Xxxxxxx Money together with interest thereon shall be returned to Purchaser and Purchaser shall be reimbursed all actual, documented, third party costs incurred in connection with the transaction contemplated by this Agreement, including, without limitation, its counsel fees and any other third party due diligence, design, engineering and other consultants fees and expenses and other pursuit costs, not to exceed Two Hundred Thousand Dollars ($200,000), and thereupon all obligations of the Parties under this Agreement shall terminate except for any provision that expressly survives the terms termination of this Agreement; or (2) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach Purchaser shall be deemed to be at least equal to the forfeited Deposit without restricting have the right to waive the breach or default and proceed to Closing in accordance with the provisions of this Agreement without reduction of the Vendor Purchase Price; or (3) Purchaser may seek specific performance for Seller’s failure to xxx for additional damages and/or specific performanceperform its obligations hereunder. (c) In the event that the Purchaser defaults or fails to perform any of the Except as expressly set forth herein, if this Agreement is terminated in accordance with terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, Xxxxxxx Money shall be entitled returned to solicitor Purchaser, and client costs on a full indemnity basis. (d) In neither Party shall have any obligations to the event other hereunder except those obligations that expressly survive the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations termination of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. (a) In If Buyer fails to consummate the purchase of the Properties pursuant to this Agreement for any reason other than termination hereof pursuant to a right granted to Buyer in Sections 5, 6, 7, 12, or 16 then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Buyer thereof, in which case the Title Company shall deliver the Earnest Money to Seller, whereupon neither party shall have any furtxxx xxxhts or obligations hereunder. Seller and Buyer hereby acknowledge and agree they have included the provision for payment of liquidated damages because, in the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consenta breach by Buyer, the Purchaser’s Deposit (including any portion actual damages incurred by Seller can reasonably be expected to approximate the amount of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damagesdamages called for, and shall because the actual amount of such damages would be difficult if not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited impossible accurately to damages arising from the Purchaser’s breach and/or specific performancemeasure. (b) In the event that the Purchaser defaults or If Seller fails to perform any consummate the sale of the terms Properties pursuant to this Agreement for any reason other than (i) termination hereof by Buyer pursuant to Sections 5, 6, 7, or 12 or (ii) Buyer's failure to perform its obligations hereunder, Buyer shall have the right, as its sole and conditions contained exclusive remedies, to either (x) terminate this Agreement by notifying Seller thereof, in this Purchase Agreement and which case the Purchaser’s Deposit Title Company shall deliver the Earnest Money to Buyer, whereupon neither party hereto shall have anx xxxxxer rights or obligations hereunder, or (including any portion y) enforce specific performance of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceSeller's obligation hereunder. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in If Buyer terminates this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclausea right granted Buyer in Sections 5, the Vendor will return all Deposits to the Purchaser6, without interest7, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation12, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, 16 then the Deposit paid by Title Company shall deliver the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor Earnest Money to the Purchaser and the Purchaser will Buyer whereupon neither Buyer or Seller shall have no further claim against the Vendorxxx xxxther rights or obligations hereunder.

Termination and Remedies. (a) In the event that the Purchaser defaults or fails to perform may terminate this Agreement for any of the terms and conditions contained in this Purchase Agreementreason, or assigns no reason, in Purchaser’s sole discretion, by giving written notice of termination to Seller at any time during the period from the Effective Date until 5:00 p.m. CST on the Date of Closing, as such date may be extended or postponed pursuant to this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including or any portion of the Deposit bonded by the Purchaser under the terms of amendment to this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) If Purchaser defaults on its obligations hereunder, or otherwise fails to consummate the purchase of the Property pursuant to this Agreement for any reason other than failure of a condition hereof being met or termination of this Agreement pursuant to a right granted to Purchaser, then Seller, as its sole remedy, may terminate this Agreement by notifying Purchaser thereof. In the event Seller terminates this Agreement pursuant to this paragraph, Purchaser or Title Attorney, as applicable, will deliver $500 to Seller as liquidated damages, whereupon neither Purchaser nor Seller will have any further rights or obligations hereunder, except those that by their terms survive the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms termination of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that any condition of Purchaser’s performance to this Agreement is not satisfied within the time period provided herein, or Seller breaches any covenant(s), representation(s) or warranty(ies) hereunder, or Purchaser defaults reasonably believes it has discovered any breach of Seller’s covenant(s), representation(s), or fails to perform any of the terms warranty(ies) including, without limitation, those representations and conditions warranties contained in Section 6, then Purchaser may, at its option, choose to: (a) terminate this Purchase Agreement and seek damages from Seller arising therefrom, (b) extend the Vendor takes steps to enforce the terms and conditions of Closing until five business days after Seller has satisfied such condition or cured such breach under this Purchase Agreement, or commences or defends any action for (c) purchase the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in Property. In the event it is successful Purchaser terminates this Agreement pursuant to this paragraph, then Seller shall reimburse Purchaser for out-of-pocket damages. Upon termination as provided in such actionthis paragraph and reimbursement by Xxxxxx of Purchaser’s out-of-pocket damages, neither party hereto shall be entitled to solicitor and client costs on a full indemnity basishave any further rights nor obligations hereunder, except those that by their terms survive the termination of this Agreement. (d) In Except in the event that any condition of Seller’s performance to this Agreement is not satisfied within the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inactiontime period provided herein, or that Purchaser breaches any covenant, representation or warranty hereunder, if Seller fails to consummate the Vendor cannot meet the expectations sale of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement Property pursuant to this subclauseAgreement, then, Purchaser may (a) terminate this Agreement by notifying Seller thereof and Seller will reimburse Purchaser for out-of-pocket damages, or (b) seek injunctive relief in order to require Seller to consummate the Vendor sale of the Property pursuant to this Agreement, as well as to seek all other legal or equitable remedies to which Purchaser may be entitled. Seller specifically agrees and understands that monetary damages would not adequately compensate Purchaser for a breach of this Agreement and this Agreement will return all Deposits to be specifically enforceable and that any breach or threatened breach of this Agreement will be the Purchaserproper subject of a temporary or permanent injunction. Furthermore, without interest, after deducting Seller specifically waives any reasonable claim or defense that there exists an adequate remedy at law for such breach or threatened breach and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costswaives any requirement for posting of a bond. (e) In The provision for payment of liquidated damages in this Section 10 has been included because, in the event that of a breach by Purchaser, the Vendor defaults or fails actual damages to perform any be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms actual amount of this Purchase Agreement, together with any accrued interest thereon, will such damages would be paid by the Vendor difficult if not impossible to the Purchaser and the Purchaser will have no further claim against the Vendormeasure accurately.

Termination and Remedies. (a) In If Purchaser breaches this Agreement prior to Closing and fails to remedy the event that same by the Purchaser defaults sooner of ten (10) business days after receipt of notice of such default from Seller or by Closing (Seller agreeing to give prompt notice upon discovery of such default where necessary to allow such full 10-business- ​ ​ day cure period prior to Closing), or fails to perform any consummate the purchase of the terms and conditions contained in this Purchase Agreement, or assigns Property pursuant to this Agreement at Closing (without the Vendor’s consentnotice or time for cure) for any reason other than termination as permitted under Section 11(b) hereof, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms and Seller is not then in default of this Agreement) Agreement beyond the applicable notice and cure period afforded below, then Seller, as its sole remedy, shall immediately be forfeited have the right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Vendor. Such forfeiture shall not be deemed Xxxxxxx Money to be Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and shall not preclude further claims by repair obligations of Purchaser stated herein to survive termination of this Agreement the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance“Surviving Obligations”). (b) In the event If, prior to Closing, Purchaser becomes aware that the Seller has breached any warranty in Section 7(b), then Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of may, as its sole remedy, terminate this Agreement) is forfeited , whereupon the Title Company shall deliver the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder, except the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performanceSurviving Obligations. (c) In the event that the If Purchaser defaults or fails terminates this Agreement pursuant to perform any of the terms and conditions contained rights granted it in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase AgreementSection 5, 6, 7(b), or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach 10 hereof, or if Seller terminates this Agreement pursuant to Section 5(c), then Title Company shall return the VendorXxxxxxx Money to Purchaser, in whereupon neither party hereto shall have any further rights or obligations hereunder, except the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basisSurviving Obligations. (d) In If Seller breaches this Agreement prior to Closing and fails to remedy the event that same by the Vendor, in its sole discretion, determines that the sooner of ten (10) business days after receipt of notice of such default from Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inactionClosing (Purchaser agreeing to give prompt notice upon discovery of such default where necessary to allow such full 10-business-day cure period prior to Closing), or that fails to consummate the Vendor cannot meet the expectations sale of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement Property pursuant to this subclauseAgreement at Closing (without any notice or time for cure) for any reason other than termination hereof by Purchaser in accordance with Section 11(b) hereof, and Purchaser is not then in default of this Agreement beyond the Vendor will applicable notice and cure period afforded below, then Purchaser’s sole and exclusive remedy is to either: (i) terminate this Agreement by giving written notice to Seller thereof, in which case Title Company shall return all Deposits the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by Surviving Obligations); or (ii) enforce specific performance of the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costsobligations of Seller hereunder. (e) In Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 11(a) because, in the event that of a breach by Purchaser, the Vendor defaults actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measure. (f) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief against violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law. (g) After the Closing, and without impliedly creating any rights of remedies of Purchaser by this reference, if Purchaser is legally entitled to assert any claim(s) or fails pursue damages for any other matter of any nature or kind arising out of or in connection with the transaction contemplated in this Agreement (whether in contract or tort, under statute or otherwise), then, in any event, Purchaser’s damage claims against Seller therefor shall not be brought unless and until they are reasonably expected to perform any exceed, in aggregate, fifty thousand dollars ($50,000) (but, if aggregate damages exceed $50,000, Purchaser may recover such damages from the first dollar incurred) (the “Damages Threshold”), and shall be limited to Purchaser’s actual damages incurred but not to exceed, in the aggregate for all such claims post-Closing, a sum of eight hundred thirty thousand and No/100 dollars ($830,000.00) (the “Damages Cap”), and all other damages are hereby waived by Purchaser as material additional consideration for the acquisition of the terms and conditions contained Property; provided, however, that, notwithstanding the above limitation, the liability of Seller to Purchaser post-Closing under Seller’s indemnity set forth in this Purchase AgreementSection 7(c)(1)(I), then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.​ ​

Termination and Remedies. 11.1. If (a) In the event that the Purchaser defaults or fails to perform any of the terms Seller's representations and conditions contained warranties set forth in this Purchase Agreement (other than in Section 4.1.11 hereof) are not true (except to a de minimis extent) on the Closing Date as to any material matters (except for changes to facts [other than with respect to Sections 4.1.1 and 4.1.2 hereof] between the date of this Agreement and the Closing Date that do not constitute a breach of Section 4.3 hereof), or (b) Seller's representation set forth in Section 4.1.11 hereof is not true (except to a de minimis extent) on the date of this Agreement as to any material matter, then Purchaser may, as Purchaser's sole and exclusive right and remedy therefor, terminate this Agreement by giving Seller written notice of such election, in which event Purchaser shall be entitled to the return of the Xxxxxxx Money, provided that if Purchaser fails so to elect to terminate this Agreement, or assigns this Agreement without the Vendor’s consentthen, the Purchaser’s Deposit (including any portion of the Deposit bonded by the effective upon Closing, Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, have irrevocably waived all rights and shall not preclude further claims by the Vendor against the Purchaser remedies for any and all remedies available at law and at equity, including but not limited to damages arising from misrepresentations or breaches of warranty of which Purchaser has knowledge on the Purchaser’s breach and/or specific performance. (b) In Closing Date. Notwithstanding the event that the Purchaser defaults or fails to perform any provisions of the terms immediately preceding sentence to the contrary, if Purchaser terminates this Agreement solely because of any Seller's representations or warranties set forth in Sections 4.1.1 or 4.1.2 hereof are not true on the Closing Date, then Seller shall reimburse Purchaser for all reasonable out-of-pocket costs and conditions contained expenses incurred by Purchaser that are payable to persons other than Purchaser or Purchaser's officers or employees in this Purchase Agreement and the Purchaser’s Deposit (including any portion 's inspection of the Deposit bonded by the Purchaser under the terms Property pursuant to Article III of this Agreement, promptly after Purchaser shall have delivered to Seller copies of all reports and other information obtained by Purchaser regarding the Property. If (other than with respect to representations or warranties) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser Seller defaults or under this Agreement and fails to perform any of close the terms and conditions contained in this Purchase Agreement and transaction which is the Vendor takes steps to enforce the terms and conditions subject of this Purchase Agreement, or commences or defends Agreement in accordance with the provisions of this Agreement for any action for reason except the judicial interpretation, enforcement, termination, cancellation or rescission permitted termination hereof or for damages for by Seller in accordance with the breach express provisions hereof, the VendorPurchaser may, as its sole and exclusive rights and remedies therefor, either (A) terminate this Agreement by giving Seller written notice of such election, in the which event it is successful in such action, Purchaser shall be entitled to solicitor and client costs on a full indemnity basis. the return of the Xxxxxxx Money, or (dB) In require Seller to close the event transaction which is the subject of this Agreement, including the right to enforce the sale of the Property by maintaining an action for specific performance (with legal fees being covered by Section 14.12 hereof), it being agreed that the Vendorexercise of such remedies shall constitute a release of Seller from all obligations hereunder other than those that are the subject of any such action for specific performance, in its sole discretionand, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon upon termination of this Purchase Agreement pursuant or consummation of the Closing, Purchaser expressly waives the right to maintain any other actions for specific performance or to recover any damages against Seller as a result of Seller's default hereunder. The remedies set forth in this subclauseSection shall be the exclusive remedies available to Purchaser for Seller's failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement. 11.2. Purchaser recognizes that the Property will be removed by Seller from the market during the existence of this Agreement and that if the purchase and sale which is the subject of this Agreement is not consummated because of Purchaser's default, Seller shall be entitled to compensation for such detriment. Seller and Purchaser acknowledge that it is extremely difficult and impractical to ascertain the extent of the detriment, and to avoid this problem, Seller and Purchaser agree that if the purchase and sale which is the subject of this Agreement is not consummated as a result of Purchaser's default under this Agreement, Seller shall be entitled to receive the Xxxxxxx Money from Title Company as liquidated damages, which amount represents a bona fide good faith estimate of damages that Seller would suffer in such event. The parties agree that the sum stated above as liquidated damages shall be the sole and exclusive relief to which Seller might otherwise be entitled, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a result of Purchaser's default under this Agreement. Notwithstanding the foregoing, the Vendor will return all Deposits provisions of this Section 11.2 shall not limit Purchaser's liability of Seller's remedies with respect to the Purchaser, without interest, after deducting any reasonable indemnities made by Purchaser in Sections 3.1(a) and necessary expenses incurred by 9.2 hereof that are specifically stated herein to survive the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms termination of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

Termination and Remedies. 12.1 If Purchaser defaults in its obligations under this Agreement for any reason except for a default by Seller, Seller shall immediately notify Purchaser in writing and Purchaser shall have ten (a10) In days to cure the event default. If Purchaser fails to cure, Seller shall be entitled as its sole and exclusive remedy to receive and retain the Deposit as liquidated damages, and Seller and Purchaser shall have no further obligations to each other. THE PARTIES AGREE THESE AMOUNTS ARE A FAIR AND REASONABLE MEASURE OF THE DAMAGES TO BE SUFFERED BY SELLER IN THE EVENT OF PURCHASER’S DEFAULT AND THAT THE EXACT AMOUNT THEREOF IS INCAPABLE OF ASCERTAINMENT, AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 12.2 If Seller defaults in Seller’s obligations under this Agreement for any reason except for a default by Purchaser, Purchaser shall immediately notify Seller in writing and Seller shall have ten (10) days to cure the default. If Seller fails to cure, Purchaser may: (i) enforce specific performance of this Agreement and seek recovery for attorneys’ fees and all other costs and expenses incurred relating to such action, provided, however, that if Purchaser brings an action to specifically enforce this Agreement and Seller transfers the Property to a third party or takes such other action such that the remedy of specific performance is impossible or impractical to obtain, Seller shall be liable for any actual damages suffered by Purchaser defaults as a result of such breach up to but in no event more than the sum of (x) the positive difference, if any, between the amount Seller has sold or fails contracted to perform any sell the Property for to the third party and the Purchase Price hereunder and (y) the amount of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit Transaction Costs; (including any portion of ii) waive such default and consummate the Deposit bonded by the Purchaser under transactions contemplated hereby in accordance with the terms of this Agreement; or (iii) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in terminate this Purchase Agreement and the Purchaser’s Deposit (including any portion receive a refund of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the and Seller shall reimburse Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement Transaction Costs, and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, parties shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.obligation to each other. As used herein, “