Common use of Termination and Remedies Clause in Contracts

Termination and Remedies. (a) If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement (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 right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) 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 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 accurately to measure. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. (a) 15.1 If Purchaser Buyer fails to consummate the purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser Buyer in Sections 5, 6, 7, and 11 hereof)8 or 14, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Purchaser Buyer thereof, in which event the Title Company shall deliver the Xxxxxxx Money to Seller Seller, as liquidated damages, whereupon neither Purchaser Buyer nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) . Seller and Purchaser Buyer hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by PurchaserBuyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. 15.2 If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than (ei) Nothing in this Section 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 be construed have the right, as preventing its sole and exclusive remedies, to either party from obtaining injunctive relief from violation of (x) terminate this Agreement by the other party under circumstances notifying Seller thereof, in which injunctive relief would case the Title Company shall deliver the Xxxxxxx Money to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, or (y) enforce specific performance of the obligations 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 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 and 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 closing of title with respect to each and every one of the Other Properties does not take place on the Closing Date for any reason other than by reason of the seller's default, or (b) the seller shall have the right to terminate or terminates the Purchase and Sale Agreement for any one or more of the Other Properties, or (c) Buyer terminates the 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 Agreement pursuant to this section 15.4 by notifying Buyer thereof, in which event the Xxxxxxx Money shall be available under applicable lawreturned to Buyer, unless the closing 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, in which event the Title Company shall deliver the Xxxxxxx Money to Seller, as liquidated damages, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder. 15.5 In the event that (a) the closing of title with respect to each and every one of the 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 Sale Agreement for any one or more of the Other Properties, or (c) the seller terminates the Purchase and Sale Agreement for any one or more of the Other Properties other than by reason of Buyer's default, then Buyer shall have the right to terminate this Agreement pursuant to this section 15.5 by notifying Seller thereof, in which event the Xxxxxxx Money shall be returned to Buyer, unless the closing 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, in which event the Title Company shall deliver the Xxxxxxx Money to Seller, as liquidated damages, whereupon neither Buyer nor Seller shall have any further rights or obligations hereunder.

Termination and Remedies. (a) If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6, 7, and 11 hereof)herein, then Seller, as its sole remedy, shall have the right to may terminate this Agreement by notifying Purchaser thereof, in which event Title Company Escrow Agent shall deliver the Xxxxxxx Money Deposit to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (hereunder, except for those indemnity and repair obligations of Purchaser stated herein to which survive the termination of this Agreement [the "SURVIVING OBLIGATIONS"])Agreement. (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereofa right granted to Purchaser herein, then Title Company Escrow Agent shall return the Xxxxxxx Money Deposit to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which survive the Surviving Obligationstermination of this Agreement. (c) If Seller breaches this Agreement prior to Closing or 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 any material respect or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and Purchaser may, as its exclusive remedy is to eitherremedies therefor: (i1) terminate this Agreement by giving written notice to notifying Seller thereof, in which case Title Company Escrow Agent shall return deliver the Xxxxxxx Money Deposit to Purchaser and neither party hereto shall have any further rights or obligations hereunder (hereunder, except for those which survive the Surviving Obligations); termination of this Agreement or (ii2) enforce seek specific performance of the obligations of Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the The provision for payment of liquidated damages in 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 called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measuremeasure accurately. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. (a) If Purchaser fails 11.1 In the event that on the Closing Date or 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 conditions precedent to Purchaser’s obligation to consummate the purchase of the Property pursuant to this Agreement (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, transactions contemplated hereby shall have the right failed to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money occur due to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or fails to consummate the sale of the Property pursuant to this Agreement (for any reason other than PurchaserSeller's failure inability to perform same, Purchaser may, at its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy is to either: option (i) terminate this Agreement Contract by giving written notice of termination to Seller thereofSeller, in which case Title Company event Purchaser shall return (a) receive a refund of the Xxxxxxx Money to Downpayment and (b) Purchaser shall receive from Seller the net costs of Purchaser's title search and survey fees, and thereafter neither party hereto under this Contract shall have any further rights or obligations hereunder (except obligation to the Surviving Obligations); other, or (ii) enforce specific performance close title to the Premises without any abatement of the obligations 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 foregoing, if Seller hereunderdefaults under the terms of the Contract, Purchaser shall have all rights and remedies available to it in law or equity, including specific performance. 11.2 If Purchaser defaults and fails to cure said default within five (d5) days after receipt of written notice, the entire damages which Seller and Purchaser hereby acknowledge and agree will thereby sustain cannot be exactly determined; therefore, it is agreed that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach any default by Purchaser, all amounts paid by Purchaser as a deposit pursuant to this Contract shall be considered as liquidated damages for such default by Purchaser, and shall become the actual damages to exclusive property of, and be incurred permanently retained by Seller can reasonably be expected to approximate the amount of as Seller’s sole remedy and Purchaser’s sole obligation in any and all events. Seller shall retain such amounts as liquidated damages called for herein and because 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 Seller, except that Purchaser and Seller shall continue to remain liable under the actual amount provisions of such damages would be difficult if not impossible accurately to measuresubsection 3.2 D and Section 12 hereof. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. (a) If Purchaser fails 10.1 In the event that any of Seller’s representations or warranties contained herein are materially untrue and impair the marketability of title to the Property, or if 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 purchase of the Property pursuant to this Agreement (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, transactions contemplated hereby shall have the right failed to terminate this Agreement by notifying occur, Purchaser thereofmay, in which event Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damagesat its option, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy is to either: (i) terminate this Agreement by giving written notice of termination to Seller thereofand receive a full and immediate refund of the Deposit, in which case Title Company shall return to the Xxxxxxx Money extent refundable by the terms of this Agreement, or Purchaser may seek to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) 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 in no way waive, alter or modify any rights of Purchaser in regard to the representations, warranties, covenants and agreements of Seller herein. 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 immediate refund of the Deposit, to the extent refundable by the terms of this Agreement, and thereafter Seller and Purchaser shall have no further obligation or liabilities one to the other hereunder, except as in this Agreement so provided. 10.3 If Seller is not then in default in its obligations or agreements, and Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser fails to close the transaction contemplated hereby, Seller shall be entitled to receive the Deposit as liquidated damages as Seller’s sole and exclusive remedy for such failure, Seller hereby acknowledge 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. Seller and Purchaser recognize and agree that they have included the provision such remedy providing for payment of liquidated damages in Section 12(a) because, is a reasonable amount in the event context 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 accurately to measure. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances transaction in which injunctive relief would be available under applicable lawthe measurement of damages is not feasible.

Termination and Remedies. (a) If Purchaser Buyer fails to consummate the purchase of the Property Properties pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser Buyer in Sections 5, 6, 7, and 11 hereof)8, or 12, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Purchaser Buyer thereof, in which event case the Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to PurchaserSeller, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) . Seller and Purchaser Buyer hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by PurchaserBuyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. (eb) Nothing in If Seller fails to consummate the sale of the Properties pursuant to this Section 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 be construed have the right, as preventing its sole and exclusive remedies, to either party from obtaining injunctive relief from violation of (x) terminate this Agreement by the other party under circumstances notifying Seller thereof, in which injunctive relief would be available under applicable lawcase the Title Company shall deliver the Xxxxxxx Money to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, or (y) enforce specific performance of Seller's obligation hereunder. (c) If Buyer terminates this Agreement pursuant to a right granted Buyer in Sections 5, 7, 8, or 12 then the Title Company shall deliver the Xxxxxxx Money to Buyer whereupon neither Buyer or Seller shall have any further rights or obligations hereunder.

Termination and Remedies. 10.1 If, prior to or at Closing: (a) If Purchaser fails Seller defaults hereunder and shall have failed to consummate the purchase perform, in any material respect, any of the Property 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 (for any reason other than termination hereof pursuant to a right granted to 5) business days of having received written notice thereof from Purchaser, Purchaser in Sections 5, 6, 7, and 11 hereof), then Sellermay, as its sole remedy, shall have the right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy is to either: either (i) terminate this Agreement by giving written notice to Seller thereof, in which case Title Company shall return and receive an immediate refund of the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); Deposit from Escrow Agent or (ii) enforce 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 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 Seller hereunderthe 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: (da) Seller and Purchaser hereby acknowledge and agree that they have included defaults hereunder in any material respect, fails to perform any of the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach 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 correct in all material respects as of Closing, and (b) in all cases other than the actual damages Purchaser’s failure to be incurred by Seller can reasonably be expected fully perform its obligations at Closing pursuant 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. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation 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 other party under circumstances 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 which injunctive relief would be available 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 Agreement.

Termination and Remedies. (a) If Purchaser Buyer fails to consummate the purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser Buyer in Sections 5herein, 6, 7, and 11 hereof)or if Buyer breaches any covenant or provision of this Agreement, then Seller, as its sole remedy, shall have the right to may terminate this Agreement by notifying Purchaser Buyer thereof, in which event Title Company shall deliver the Xxxxxxx Money Earnest Money, together with all interest thereon, to Seller as liquidated damagesLIQUIDATED DAMAGES. In addition to the foregoing, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity also be entitled to recover all reasonable expenses, including reasonable attorney's fees and repair obligations of Purchaser stated herein to survive termination of this Agreement [litigation costs, incurred in connection with obtaining the "SURVIVING OBLIGATIONS"])Earnest Money following a xxxxxx hereof by Buyer. (b) If Purchaser terminates Seller defaults in performance of any of its duties or obligations contained herein, may: (1) terminate this Agreement pursuant by notifying Seller thereof, in which case the Earnest Money, together xxxx xll interest thereon, shall be returned to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon Buyer and neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the Surviving Obligations. (c) If Seller breaches termination of this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations)Agreement; or (ii2) enforce specific performance of the obligations of Seller hereunder, or (3) exercise any other right or remedy available at law or in equity. (dc) Seller and Purchaser hereby acknowledge and agree that they have included the The provision for payment of liquidated damages in Section 12(a15(a) has been included because, in the event of a breach by PurchaserBuyer, 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 accurately to measuremeasure accurately. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. (a) If Purchaser fails In addition to consummate Purchaser’s right of cancellation as provided in Section 4(b), at any time after the purchase expiration of such right of cancellation and prior to delivery of the Property pursuant Completion Notice to Purchaser, and provided Purchaser is not in default of any of his obligations and covenants hereunder, Purchaser may terminate this Purchase Agreement (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 right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations whatsoever upon delivery of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy is to either: (i) terminate this Agreement by giving written notice of such termination to Seller thereofSeller, in which case Title Company shall return the Xxxxxxx Money deposit shall become non-refundable and shall be paid to Seller. Following Xxxxxx’s receipt of any such notice of termination from Purchaser, Seller will direct the Escrowee to pay the Xxxxxxx Money (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, 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 deemed to modify Purchaser’s right to cancel this Purchase Agreement and receive a full refund of the Xxxxxxx Money, together with accrued interest as provided in Section 4(b)). Upon payment to Seller of the Xxxxxxx Money under this Section 12(a), this Purchase Agreement shall be null and void and neither party hereto shall have any further liability, obligations or rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) 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 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 accurately to measure. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. (a) Purchaser may terminate this Agreement for any reason, or 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 or any amendment to this Agreement. (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 hereof of this Agreement pursuant to a right granted to Purchaser in Sections 5, 6, 7, and 11 hereof)Purchaser, then Seller, as its sole remedy, shall have the right to may terminate this Agreement by notifying Purchaser thereof. In the event Seller terminates this Agreement pursuant to this paragraph, in which event Purchaser or Title Company shall Attorney, as applicable, will deliver the Xxxxxxx Money $500 to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall will have any further rights or obligations hereunder, except those that by their terms survive the Surviving Obligationstermination of this Agreement. (c) If In the event 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 reasonably believes it has discovered any breach of Seller’s covenant(s), representation(s), or warranty(ies) including, without limitation, those representations and warranties contained in Section 6, then Purchaser may, at its option, choose to: (a) terminate this Agreement prior and seek damages from Seller arising therefrom, (b) extend the Closing until five business days after Seller has satisfied such condition or cured such breach under this Agreement, or (c) purchase the Property. In the event Purchaser terminates this Agreement pursuant to Closing this paragraph, then Seller shall reimburse Purchaser for out-of-pocket damages. Upon termination as provided in this paragraph and reimbursement by Xxxxxx of Purchaser’s out-of-pocket damages, neither party hereto shall have any further rights nor obligations hereunder, except those that by their terms survive the termination of this Agreement. (d) Except in the event any condition of Seller’s performance to this Agreement is not satisfied within the time period provided herein, or Purchaser breaches any covenant, representation or warranty hereunder, if Seller fails to consummate the sale of the Property pursuant to this Agreement Agreement, then, Purchaser may (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 exclusive remedy is to either: (ia) terminate this Agreement by giving written notice to notifying Seller thereofthereof and Seller will reimburse Purchaser for out-of-pocket damages, in which case Title Company shall return the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (iib) enforce specific performance seek injunctive relief in order to require Seller to consummate the sale of the obligations 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 be specifically enforceable and that any breach or threatened breach of this Agreement will be the proper subject of a temporary or permanent injunction. Furthermore, Seller hereunderspecifically waives any claim or defense that there exists an adequate remedy at law for such breach or threatened breach and waives any requirement for posting of a bond. (de) Seller and Purchaser hereby acknowledge and agree that they have included the The provision for payment of liquidated damages in this Section 12(a) 10 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 called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measuremeasure accurately. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable law.

Termination and Remedies. (a) If Purchaser breaches this Agreement prior to Closing and fails to remedy the same by the 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 consummate the purchase of the Property pursuant to this Agreement at Closing (without notice or time for cure) for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5, 6, 7as permitted under Section 11(b) hereof, and 11 hereof)Seller is not then in default of this Agreement beyond the applicable notice and cure period afforded below, then Seller, as its sole remedy, shall have the right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]“Surviving Obligations”). (b) If, prior to Closing, Purchaser becomes aware that Seller has breached any warranty in Section 7(b), then Purchaser may, as its sole remedy, terminate this Agreement, 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 Surviving Obligations. (c) If Purchaser terminates this Agreement pursuant to rights granted it in Section 5, 6, 77(b), or 11 10 hereof, or if Seller terminates this Agreement pursuant to Section 5(c), then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (cd) If Seller breaches this Agreement prior to Closing and fails to remedy the same by the sooner of ten (10) business days after receipt of notice of such default from Purchaser or by Closing (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 fails to consummate the sale of the Property pursuant to this Agreement at Closing (without any notice or time for cure) for any reason other than Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b))11(b) hereof, and Purchaser is not then in default of this Agreement beyond the applicable notice and cure period afforded below, then Purchaser's ’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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (de) Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a11(a) 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 called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measure. (ef) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from 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 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 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 Property; provided, however, that, notwithstanding the above limitation, the liability of Seller to Purchaser post-Closing under Seller’s indemnity set forth in Section 7(c)(1)(I), ​ ​

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) days to cure the default. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser in Sections 5cure, 6, 7, and 11 hereof), then Seller, Seller shall be entitled as its sole remedy, shall have and exclusive remedy to receive and retain the right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money to Seller Deposit as liquidated damages, whereupon neither and Seller and Purchaser nor 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 any further rights or obligations hereunder ten (except those indemnity and repair obligations of Purchaser stated herein 10) days to survive termination of this Agreement [cure the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) default. If Seller breaches this Agreement prior to Closing or 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 or termination hereof by cure, Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy is to eithermay: (i) terminate this Agreement by giving written notice to 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 (except the Surviving Obligations); or (ii) 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 obligations Property to a third party or takes such other action such that the remedy of specific performance is impossible or impractical to obtain, Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the provision shall be liable for payment of liquidated damages in Section 12(a) because, in the event of a breach by Purchaser, the any actual damages suffered by Purchaser as a result of such breach up to be incurred by but in no event more than the sum of (x) the positive difference, if any, between the amount Seller can reasonably be expected has sold or contracted to approximate sell the Property for to the third party and the Purchase Price hereunder and (y) the amount of liquidated damages called for herein Purchaser’s Transaction Costs; (ii) waive such default and because consummate the actual amount of such damages would be difficult if not impossible accurately to measure. (e) Nothing transactions contemplated hereby in this Section shall be construed as preventing either party from obtaining injunctive relief from violation accordance with the terms of this Agreement; or (iii) terminate this Agreement by and receive a refund of the other party under circumstances in which injunctive relief would be available under applicable law.Deposit and Seller shall reimburse Purchaser’s Transaction Costs, and the parties shall have no further obligation to each other. As used herein, “

Termination and Remedies. (a) If Purchaser Buyer fails to consummate the purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser Buyer in Sections 5herein, 6, 7, and 11 hereof)or if Buyer breaches any covenant or provision of this Agreement, then Seller, as its sole remedy, shall have the right to may terminate this Agreement by notifying Purchaser Buyer thereof, in which event Title Company shall deliver the Xxxxxxx Money Earnest Money, together xxxx all interest thereon, to Seller as liquidated damagesLIQUIDATED DAMAGES. In addition to the foregoing, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity also be entitled to recover all reasonable expenses, including reasonable attorney's fees and repair obligations of Purchaser stated herein to survive termination of this Agreement [litigation costs, incurred in connection with obtaining the "SURVIVING OBLIGATIONS"])Earnest Money following a xxxxxx hereof by Buyer. (b) If Purchaser Buyer terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereofits rights to do so hereunder and is not in default under this Agreement, then Title Company the Earnest Money, together wxxx xxl interest thereon, shall return the Xxxxxxx Money be returned to PurchaserBuyer, whereupon neither party hereto shall have any further rights or obligations hereunder, except for those which expressly survive the Surviving Obligationstermination of this Agreement. (c) If Seller breaches this Agreement prior to Closing or fails to consummate the sale of the Property pursuant to this Agreement (for any reason other than PurchaserBuyer's failure to perform its obligations hereunder hereunder, or termination hereof by Purchaser Buyer in accordance with Section 12(b)), then Purchaser's sole and Buyer, as its exclusive remedy is to eitherremedies therefore, may: (i1) terminate this Agreement by giving written notice to notifying Seller thereof, in which case Title Company the Earnest Money, together wxxx xxx interest thereon, shall return the Xxxxxxx Money be returned to Purchaser Buyer and neither party hereto shall have any further rights or obligations hereunder (hereunder, except for those which expressly survive the Surviving Obligations)termination of this Agreement; or (ii2) enforce specific performance of the obligations of Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the The provision for payment of liquidated damages in Section 12(a) has been included because, in the event of a breach by PurchaserBuyer, 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 accurately to measuremeasure accurately. (e) Nothing This Agreement shall not be recorded in this Section any public records in the State of Pennsylvania or the county where the Property is located, and any such recording by or for Buyer shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable lawa default hereunder.

Termination and Remedies. (a) If Purchaser Buyer fails to consummate the purchase of the Property Properties pursuant to this Agreement (for any reason other than termination hereof pursuant to a right granted to Purchaser Buyer in Sections 5, 6, 77 or 13, and 11 hereof)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 Purchaser thereofBuyer thereof in accord with Section 10 hereof, in which event case the Title Company shall promptly deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to PurchaserSeller, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) . Seller and Purchaser Buyer hereby acknowledge and agree that they have included the this provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by PurchaserBuyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein for, and because the actual amount of such damages would be difficult if not impossible accurately to measure. (eb) Nothing in If Seller fails to consummate the sale of the Properties pursuant to this Section shall be construed as preventing either party from obtaining injunctive relief from violation Agreement for any reason other than (i) termination hereof by 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 Agreement pursuant to Section 8, Buyer shall have the right, as its sole and exclusive remedies, to either (x) terminate this Agreement by the other party under circumstances notifying Seller thereof in accord with Section 10, in which injunctive relief would be case the Title Company shall deliver the Xxxxxxx Money to Buyer, whereupon neither party hereto shall have any further rights or obligations hereunder, or (y) enforce specific performance of Seller's obligation hereunder and/or seek any other remedies available under applicable lawat law or in equity. (c) If Buyer properly terminates this Agreement pursuant to a right granted Buyer in Sections 5, 6, 7 or 13, or if Seller terminates this Agreement pursuant to Section 8, then the Title Company shall deliver the Xxxxxxx Money to Buyer whereupon neither Buyer or Seller shall have any further rights or obligations hereunder.

Termination and Remedies. (a) If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement (for any reason other than termination hereof pursuant to a termination right granted to in this Agreement or a material breach or default by Seller, or if Purchaser is otherwise in Sections 5, 6, 7, and 11 hereof)material breach or default under this Agreement, then SellerSeller may, as its Seller’s sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Exxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (hereunder, except for those indemnity and repair obligations of Purchaser stated herein to which survive the termination of this Agreement [Agreement. In addition to the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant foregoing, Seller shall also be entitled to Section 5recover all expenses, 6including reasonable attorney’s fees and litigation costs, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money incurred in connection with enforcing its rights with respect to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination a breach hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the . 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 called for herein and because the actual amount of such damages would be difficult if not impossible accurately to measuremeasure accurately. (b) 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 Exxxxxx 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 termination hereof pursuant to a termination right granted in this 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 termination of this Agreement; or (2) enforce specific performance of the obligations of Seller hereunder. In addition to the foregoing, Purchaser 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 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) Without implying that Purchaser has any such rights, Purchaser waives any and all claims it has or may have in connection 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 Seller’s partners, shareholders, officers, directors, employees and agents shall not be personally liable to Purchaser, 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 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 a result of such default shall be against, the assets of Seller. (e) Nothing 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 Section 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 construed against the Exxxxxx Money and, as preventing 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 obtaining injunctive relief from violation interpleading the Exxxxxx Money to the registry of this Agreement by a court. Whenever either party is entitled to all or any part of the Exxxxxx Money, the other party under circumstances shall promptly instruct Title Company, in which injunctive relief would be available under applicable lawwriting, to make such disbursement or, in the event of a good faith dispute, shall promptly give written notice thereof to the other party and to Title Company specifying such dispute in reasonable detail. (i) The provisions of this Section 12 shall survive the Closing and any termination of this Agreement.

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) If Purchaser fails to consummate stop work on the purchase of the Property pursuant to this Agreement (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 right to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). cancelled Goods (b) If Purchaser terminates this Agreement pursuant notify its subcontractors to Section 5do likewise, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or fails to consummate cancel orders for components for the sale of the 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))cancelled Goods, 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) Seller return unneeded components for cancelled Goods to their suppliers or divert such components to jobs for other customers, 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 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 accurately to measure. (e) Nothing 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 Goods in question as if such Goods were cancelled, computed in the manner set forth in this Section section. In no event shall Seller be construed as preventing either party from obtaining injunctive relief from violation entitled to incidental, consequential, special, or punitive damages for Buyer’s breach of the terms and conditions of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable lawOrder.

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) If Purchaser fails days written notice to consummate the purchase cure such default. It is understood and agreed between Landlord and Tenant that if default shall be made in any of the Property pursuant to covenants or agreements contained in this Agreement (for any reason Lease, other than termination hereof pursuant rent, Landlord will give Tenant thirty (30) days written notice unless Landlord and Tenant mutually agree to a right granted extend such period, to Purchaser cure such default. If Tenant shall remain in Sections 5, 6, 7possession of the premises after the above required notice period, and 11 hereof)such default has not been cured, then Sellerit 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 sole remedyfirst 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 have remain in possession of the right 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 terminate this Agreement by notifying Purchaser 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 term may be greater or lesser than the period which event Title Company shall deliver constituted the Xxxxxxx Money term of this Lease, and the conditions may include free rent or other concessions which may be reasonably required to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity 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 repair obligations of Purchaser stated herein to survive Tenant. It is also understood and agreed that no such termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates Lease shall relieve Tenant of its liabilities and obligations under this Agreement pursuant to Section 5Lease, 6, 7, or 11 hereof, then Title Company and such liabilities and obligations shall return the Xxxxxxx Money to Purchaser, whereupon neither party hereto shall have survive any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in such termination. In the event of a breach by Purchaserany such termination, whether or not the premises have been re-leased, the actual total remaining balance of the rent which would be due and payable for the remainder of the term of this Lease, less the net proceeds of any re-leasing effected by the Landlord, shall become due and payable as liquidated damages of Tenant's default. The net proceeds shall be calculated as the gross dollar amount of the new lease less any expenses Landlord incurred in re-leasing the premises including but not limited to 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 covenants of this Lease. If a suit is brought by any party to this Lease to enforce the covenants and terms of this Lease, the prevailing party shall be entitled to reasonable attorney fees and costs 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. (e) Nothing in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement assessed by the other party under circumstances in court. Landlord's right of lien does not extend to personal property within the demised premises which injunctive relief would be available under applicable lawis leased by tenant.

Termination and Remedies. (a) If Purchaser fails 11.1 In the event that on the Closing Date or 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 conditions precedent to Purchaser’s obligation to consummate the purchase of the Property pursuant to this Agreement (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, transactions contemplated hereby shall have the right failed to terminate this Agreement by notifying Purchaser thereof, in which event Title Company shall deliver the Xxxxxxx Money occur and Seller fails to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights cure such untruth or obligations hereunder condition precedent within thirty (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b30) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to days following written notice from Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunderPurchaser may, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or fails to consummate the sale of the Property pursuant to this Agreement (for any reason other than Purchaser's failure to perform at its obligations hereunder or termination hereof by Purchaser in accordance with Section 12(b)), then Purchaser's sole and exclusive remedy is to either: option (i) terminate this Purchase Agreement by giving written notice of termination to Seller thereofSeller, in which case Title Company event Purchaser shall return receive a refund of the Xxxxxxx Money to Purchaser Deposit and the Extension Fees (if previously paid by Purchaser), but specifically excluding any statutory interest, and neither party hereto under this Purchase Agreement shall have any further rights or obligations hereunder (except obligation to the Surviving Obligations); other, or (ii) enforce specific performance 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 Seller hereundersuch 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) seek specific performance. (d) 11.2 If Purchaser defaults under the terms of this Purchase Agreement, the entire damages which Seller and Purchaser hereby acknowledge and agree will thereby sustain cannot be exactly determined; therefore, it is agreed that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach any default by Purchaser, the actual damages Deposit and the Extension Fees (to the extent previously paid by Purchaser) shall be incurred by Seller can reasonably be expected to approximate the amount of considered as liquidated damages called for herein such failure or refusal of Purchaser to consummate this transaction or for any non-compliance, non- performance, breach or default by Purchaser, and because shall become the actual amount exclusive property of, and 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 rights or causes of such damages would be difficult if not impossible accurately action shall remain against Purchaser, nor shall Purchaser have any further rights under this Purchase Agreement or otherwise, with respect to measure. (e) Nothing Seller, except as otherwise expressly set forth in this Section shall be construed as preventing either party from obtaining injunctive relief from violation of this Agreement by the other party under circumstances in which injunctive relief would be available under applicable lawPurchase Agreement.

Termination and Remedies. (a) If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement (for any reason the Closing does not occur, Title Company shall deliver the Exxxxxx Money to Seller or Buyer only upon receipt of a written demand therefor from such Party, subject to 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 than termination hereof pursuant 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 Properties is not consummated due to a right granted to Purchaser in Sections 5, 6, 7, and 11 hereof)Buyer’s breach of this Agreement, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement by notifying Purchaser Buyer thereof, in which event the Title Company shall shall, without need for a further release document to Title Company, deliver the Xxxxxxx Money to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder (except those indemnity and repair obligations of Purchaser stated herein to survive termination of this Agreement [the "SURVIVING OBLIGATIONS"]). (b) If Purchaser terminates this Agreement pursuant to Section 5, 6, 7, or 11 hereof, then Title Company shall return the Xxxxxxx Money to PurchaserExxxxxx Money, whereupon neither party hereto Buyer nor Seller shall have any further rights or obligations hereunder, except the Surviving Obligations. (c) If Seller breaches this Agreement prior to Closing or 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 or termination hereof by Purchaser in accordance with Section 12(b)), 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 the Xxxxxxx Money to Purchaser and neither party hereto shall have any further rights or obligations hereunder (except the Surviving Obligations); or (ii) enforce specific performance of the obligations of Seller hereunder. (d) those provisions that expressly survive termination. Seller and Purchaser Buyer hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by PurchaserBuyer, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein 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 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 or in equity in the event that following any termination of this Agreement, Buyer or any party related to or affiliated with Buyer wrongfully asserts any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the 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) If the sale of any of the Properties is not consummated due to a Seller’s breach of this Agreement, Buyer shall have the right, as its sole and exclusive remedy, to (i) terminate this Agreement by notifying Seller thereof, in 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 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 specific performance of Seller’s obligations hereunder, and specific performance regarding any Property is not available to Buyer pursuant to applicable Law, then this Agreement 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 $500,000 in the aggregate. (d) 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 Properties have not been sold to Buyer as of the Outside Closing Date due solely to the Property Threshold Condition not having been satisfied, or modified or waived by Seller (and, for the avoidance of doubt, not due to the failure of any other conditions precedent described in Section 11, a breach by Buyer hereunder, or other reason), then Seller shall reimburse Buyer its actual documented third party out-of-pocket expenses incurred with respect to the Properties in connection with the Transaction, such amount not to exceed $500,000 in the aggregate. (e) Nothing Notwithstanding anything to the contrary herein, in this Section shall be construed as preventing either party from obtaining injunctive relief from violation the event that Seller or Buyer is in breach of this Agreement by during the other party under circumstances period up to (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 injunctive relief would to cure such breach (and the Closing hereunder and, if applicable, the Outside Closing Date, shall be available under applicable lawsubject 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 Parties, and 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 Agreement, 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 place indicated on the signature page hereof in order to confirm that Title Company has received and shall hold the Exxxxxx Money in escrow, and shall disburse the Exxxxxx Money pursuant to the provisions of this Agreement.