Common use of Termination Default and Remedies Clause in Contracts

Termination Default and Remedies. 12.1 If this Agreement is terminated because of a failure of one or more of the covenants, conditions or agreements contained in this Agreement, or because of any specific right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party shall have any further rights or obligations hereunder. 12.2 In the event that any of the Seller's representations or warranties contained herein are untrue 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, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (b) seek to enforce specific performance of this Agreement. Nothing herein shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, 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. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER.

Termination Default and Remedies. 12.1 (a) If, after waiver or satisfaction of all contingencies listed in Section 4, Buyer defaults under this Agreement, Buyer shall pay to Seller, as liquidated damages, in lieu of all legal or equitable remedies which may be available to Seller, (1) any xxxxxxx money paid or to be paid by Buyer under this Agreement (including, without limitation, the Deposit, the Buyer Note, and the Letter of Credit) plus accrued interest, plus (2) an additional amount equal to Seller's actual out of pocket costs (including reasonable attorneys' fees) incurred in connection with Seller's performance under this Agreement. (b) If Seller defaults under this Agreement, all xxxxxxx money (including, without limitation, the Deposit, the Buyer Note, marked "Canceled," and the Letter of Credit, also marked "Canceled") and accrued interest shall be returned to Buyer and, in addition, Buyer may pursue any legal or equitable remedy that may be available to Buyer. In the alternative, Buyer may choose the remedy set forth in Section 12(c) below, if applicable. However, if Seller is in default under this Agreement solely by reason of a valid legal defect in title that Buyer is unwilling to waive, the xxxxxxx money paid and accrued interest shall be returned to Buyer as Buyer's sole remedy and this Agreement shall be void. (c) If this Agreement transaction does not close due to Seller's default (other than default limited to a valid legal defect in title that Buyer is terminated because unwilling to waive) or inability to satisfy the condition set forth in Section 4A(b), then if, within 12 months after Seller's default or termination of this Agreement, Seller sells or enters into a failure of one contract to sell the Assets to another buyer(the "Post-Termination Sale or more Contract"), Seller shall pay Buyer a termination fee equal to the lesser of the covenants, conditions following: (1) 25% of the amount by which the sale price under the Post- Termination Sale or agreements contained Contract exceeds the Purchase Price defined in this Agreement, or because of any specific right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party shall have any further rights or obligations hereunder. 12.2 In the event that any of the Seller's representations or warranties contained herein are untrue 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, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (b2) seek to enforce specific performance 6% of the Purchase Price defined in this Agreement. Nothing herein If Buyer chooses this remedy, such payment shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty paid by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be entitled to receive the Xxxxxxx Money Buyer as liquidated damages as Seller's sole and exclusive remedy for such failuredamages, Seller hereby specifically waiving any and in lieu of all rights which it legal or equitable remedies that may have be available to damages or specific performance as a result of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERBuyer.

Termination Default and Remedies. 12.1 (a) If this Agreement is terminated because not signed by Seller and an executed copy delivered to Buyer within thirty (30) days after the date this Agreement has been signed by Xxxxx and an executed copy of a failure this Agreement delivered to Seller, then this Agreement will automatically terminate and be of one no further force or more of the covenants, conditions or agreements contained in this Agreement, or because of any specific right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), effect and the Xxxxxxx Money, if any has been delivered to Escrow Agent, will be returned to Buyer. (b) If Buyer fails or refuses to consummate the purchase of the Property pursuant to this Agreement on or before the date of Closing for any reason other than Seller’s prior failure to perform Seller’s obligations under this Agreement, then Seller, as Seller’s sole and all accrued interest thereonexclusive remedy, shall be immediately returned have the right to Purchaserterminate this Agreement by giving written notice thereof to Buyer on or before the date of Closing and retain the Xxxxxxx Money as liquidated damages and not as a penalty or forfeiture, whereupon neither party Party hereto shall have any further rights or obligations hereunderhereunder except those which expressly survive termination of the Agreement. 12.2 In (c) If Seller fails or refuses to consummate the event that sale of the Property pursuant to this Agreement on or before the date of Closing or fails to perform any of the Seller's representations or warranties contained herein are untrue or if Seller ’s obligations hereunder for any reason other than due to Buyer’s prior failure to perform Buyer’s obligations under this Agreement, then Buyer, at Buyer’s option, shall have failed the right to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination thereof to Seller and Escrow Agent on or before the date of Closing and receive a full the return of the Xxxxxxx Money, and immediate refund thereafter neither Party hereto shall have any further rights or obligations hereunder except those which expressly survive termination of the Agreement, or in lieu of exercising the option to terminate, Buyer may seek the remedy of Specific Performance of this Agreement by Seller. (d) In no event shall Buyer or Seller be liable for any special, indirect, punitive, exemplary, incidental or consequential loss or damages of any nature howsoever caused, and all Xxxxxxx Money and accrued interest thereon; whether based on contract, tort (including negligence), indemnity, strict liability or (b) seek to enforce specific performance any other theory of this Agreement. Nothing herein shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty by Seller following the Closinglaw. 12.3 If Purchaser fails (e) Prior to close the transaction contemplated hereby for any reason either Buyer or Seller declaring a default under this Agreement (other than a Permitted Terminationdefault in the nature of the failure of a party to close, for which no cure period shall apply), the non-defaulting party shall send written notice of the default to the defaulting party and to the Escrow Agent. The defaulting party shall have a period of ten (10) days after receipt of the notice of default to cure such default. Neither Buyer nor Seller shall be entitled to receive any of the Xxxxxxx Money as liquidated damages as Seller's sole remedies set forth in this Section 13 prior to the sending of a notice of default to the defaulting party and exclusive remedy for the allowance of an opportunity to cure such failure, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a result default within ten (10) days after the receipt of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERthe notice by the defaulting party.

Termination Default and Remedies. 12.1 (a) If Buyer has not previously terminated this Agreement is terminated because of a failure of one and fails or more refuses to consummate the purchase of the covenantsProperty pursuant to this Agreement at the Closing for any reason other than a Seller default, conditions or agreements contained in this Agreementthen Seller, or because of any specific as Seller’s sole and exclusive remedy, shall have the right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred Agreement by giving written notice thereof to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to PurchaserBuyer, whereupon neither party hereto shall have any further rights or obligations hereunder, and Title Company shall deliver the Deposit to Seller, which shall constitute liquidated damages hereunder, free of any claims by Buyer or any other person with respect thereto. It is agreed that the Deposit to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Buyer’s breach, that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation, and that payment of the Deposit to Seller upon such breach shall constitute full satisfaction of Buyer’s obligations hereunder. 12.2 In (b) If Seller fails or refuses to consummate the event that any sale of the Seller's representations or warranties contained herein are untrue or if Seller Property pursuant to this Agreement at the Closing, then Buyer shall have failed the right, as Buyer’s sole and exclusive remedies, to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option and as its sole remedy either (ai) enforce specific performance of Seller’s obligations under this Agreement; or (ii) terminate this Agreement by giving written notice of termination thereof to Seller and Escrow Agent and receive a full and immediate refund prior to or at the Closing, whereupon neither party hereto shall have any further right or obligation to the other party except as set forth herein. If this Agreement is terminated pursuant to this provision then upon receipt of written notice thereof, the Title Company shall deliver the Deposit to Buyer free of any and all Xxxxxxx Money and accrued interest thereon; claims by Seller or any other person with respect thereto. (bc) seek In the event either Seller or Buyer becomes entitled to enforce specific performance the Deposit upon cancellation of this AgreementAgreement in accordance with its terms, Buyer and Seller covenant and agree to deliver promptly a letter of instruction to the Title Company directing disbursement of the Deposit to the party entitled thereto. Nothing herein shall be deemed to limit Purchaser's remedies in In the event of a breach of any representation either party hereto fails or warranty by Seller following refuses to sign or deliver such an instruction letter when the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be party is entitled to receive disbursement of the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for Deposit such failure, Seller hereby specifically waiving any and party shall pay all rights which it may have reasonable attorneys’ fees incurred by the party so entitled to damages or specific performance as a result of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERthe Deposit in connection with the recovery thereof.

Termination Default and Remedies. 12.1 (a) Purchaser will be in default under this Contract if Purchaser: (i) fails or refuses to purchase the Property at the Closing or (ii) fails to perform any of its other obligations either before or at the Closing. Purchaser will not be in default, however, if Purchaser terminates this Contract when Purchaser has an express right to terminate or when Seller fails to perform its obligations under this Contract. If this Agreement Purchaser is terminated because of a failure of one or more of the covenantsin default, conditions or agreements contained in this Agreementthen Seller, or because of any specific right of Purchaser as its exclusive remedy, is entitled to terminate this AgreementContract by giving written notice to Purchaser before or at the Closing. Following the termination notice, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party shall will have any further rights or obligations hereunderunder this Contract except for the indemnity set forth in Section 4(e) above. The Title Company will then deliver the Deposit to Seller as liquidated damages, free of any claims by any person, including Purchaser. The Deposit to which Seller may be entitled is the parties’ reasonable forecast of just compensation for the harm the Purchaser’s breach would cause, which is otherwise impossible or very difficult to estimate accurately. 12.2 In the event that any of the Seller's representations or warranties contained herein are untrue 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, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (b) seek Seller will be in default under this Contract if Seller: (i) fails or refuses to sell the Property at the Closing or (ii) fails to perform any of its other obligations either before or at the Closing. Seller will not be in default, however, if Seller terminates this Contract when Seller has an express right to terminate or when Purchaser fails to perform its obligations under this Contract. If Seller is in default, then Purchaser, as Purchaser’s sole and exclusive remedies will be entitled either (i) to enforce specific performance of Seller’s obligations under this AgreementContract with respect to the Property, or (ii) to terminate this Contract by giving written notice to Seller before or at the Closing, and neither party will have any further rights or obligations under this Contract except for the indemnity set forth in Section 4(e) above, and the Title Company will deliver the Deposit to Purchaser, free of any claims of any person, including Seller. (c) If this Contract terminates or is terminated with its terms, Purchaser agrees to execute, acknowledge, and deliver to Seller upon demand an instrument in recordable form evidencing such termination and waiving and releasing all rights of Purchaser in and to the Property. Nothing herein If either Seller or Purchaser becomes entitled to the Deposit upon cancellation of this Contract in accordance with its terms, Purchaser and Seller covenant and agree to deliver a letter of instruction to the Title Company directing disbursement of the Deposit to the party entitled thereto. If either party fails or refuses to sign or deliver such an instruction letter when the other party is entitled to disbursement of the Deposit or to discharge their respective obligations under this Contract, such party shall be deemed to limit Purchaser's remedies in pay, upon the event final order of a breach of any representation or warranty court with appropriate jurisdiction, all reasonable attorneys’ fees and costs incurred by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be party so entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages Deposit in connection with the recovery thereof or specific performance as a result of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERagainst whom judgment is cast.

Termination Default and Remedies. 12.1 If this Agreement Tenant defaults in payment of Rent and such default is terminated because not cured within ten (10) days after written notice from Lessor of a failure of one or more of the covenants, conditions or agreements contained in this Agreementsuch default, or because if Tenant defaults in any other of any specific right Tenant's obligations hereunder and such default is not cured within thirty (30) days after written notice from Lessor of Purchaser such default; provided, however, that if such default is not capable of cure within such 30-day period and Tenant is diligently proceeding to terminate this Agreementcure, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party Tenant shall have any further rights or obligations hereunder. 12.2 In a commercially reasonable time to cure such default; then all Rent shall become due and Lessor may (i) declare this lease terminated and enter into and repossess the event that any of the Seller's representations or warranties contained herein are untrue 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, Purchaser may, at Leased Premises and expel Tenant and its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereonchattels; or (bii) seek to enforce specific performance of this Agreemententer into and repossess the Leased Premises and relet the same. Nothing herein In such event, Tenant shall be deemed liable to limit Purchaser's remedies Lessor for all costs and expenses incurred by Lessor, including reasonable attorneys' fees, in recovering possession or in collecting delinquent rent, whether or not litigation is commenced; (ii) all costs of redecorating, repairing, renovating and remodeling the event of a breach of any representation Leased Premises as required to relet; (iii) all advertising and brokerage costs and expenses incurred in reletting or warranty by Seller following attempting to relet the Closing. 12.3 Leased Premises. Lessor may sue xxx sums in advance or from time to time as same accrue. If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance Lessor terminates this lease as a result of Purchaser's a default by Tenant, Lessor agrees to use reasonable efforts to mitigate damages resulting from such default. If this lease is terminated at the election of Lessor, as aforesaid, or in any other way, Tenant shall, without demand, surrender and deliver up the Leased Premises and property peaceably to Lessor immediately upon such termination, and if Tenant shall remain in possession of the Leased Premises, or any part thereof, one day after the termination of this lease in any of the ways above named, Tenant shall be deemed guilty of forcible detainer of the Leased Premises under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER.the statutes of the State of Missouri and shall be subject to all the conditions and

Termination Default and Remedies. 12.1 A. If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Agreement is terminated because at the Closing for any reason other than the termination of this Agreement by Purchaser pursuant to a failure of one or more of the covenants, conditions or agreements contained right so to terminate expressly set forth in this Agreement, or because of any specific then Seller, as Seller’s sole and exclusive remedy, shall have the right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX Agreement by giving written notice thereof to Purchaser prior to or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), at the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to PurchaserClosing, whereupon neither party hereto shall have any further rights or obligations hereunder except the Surviving Obligations, and the Escrow Agent shall deliver the Xxxxxxx Money to Seller as liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It is agreed that the Xxxxxxx Money to which Seller is entitled under a termination above is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation. B. If Seller fails or refuses to consummate the sale of the Property pursuant to this Agreement at the Closing or following two (2) business days written notice from Purchaser, fails to perform any of Seller’s other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Agreement by Seller pursuant to a right so to terminate expressly set forth in this Agreement or Purchaser’s failure to perform Purchaser’s obligations under this Agreement, then Purchaser, as Purchaser’s SOLE AND EXCLUSIVE remedy, shall have the right to either (i) terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations, and the Escrow Agent shall deliver the Xxxxxxx Money to Purchaser, free of any claims by Seller or any other person with respect thereto and, provided Purchaser is not in default hereunder, Seller shall reimburse Purchaser for not more than Twenty-Five Thousand and No/100 Dollars ($25,000.00) of actual documented out-of-pocket expenses, if any, that Purchaser paid from and after the Effective Date to third parties in conjunction with Purchaser’s review of the Property, or (ii) enforce specific performance (but not recover damages) of the Seller’s obligations under this Agreement, but if and only if: (A) Purchaser has delivered to Seller written notice of such default and has delivered reasonable evidence (e.g., loan commitment, proof of funds, etc.) of Purchaser’s ability to fund the Purchase Price and other proceeds and has tendered such documents required to be delivered by Purchaser at Closing to the Escrow Agent to hold for a period of up to five (5) business days to enable Seller the opportunity to deliver the documents to be delivered by Seller and Seller has failed to cure said default within such five (5) business day period, (B) Purchaser has furnished ten (10) days prior written notice to Seller of its intent and election to seek specific enforcement of this Agreement (the “Election Notice”), (C) a suit for specific performance is filed within thirty (30) days after the later of (x) the expiration of Seller’s cure period, or (y) Seller’s receipt of the Election Notice, and (D) Purchaser is not in default under this Agreement at the time of filing such suit for specific performance and is ready, willing and able to fund the Purchase Price and to close escrow as and when required by the provisions of this Agreement (but for the breach of this Agreement by Seller). Failure to file suit for specific performance within such thirty (30) day period constitutes a waiver of the remedy of specific performance hereunder. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller be liable for actual, consequential or punitive damages. 12.2 C. In the event that any either Seller or Purchaser becomes entitled to the Xxxxxxx Money upon cancellation or termination of this Agreement in accordance with its terms, such party shall deliver notice to the Escrow Agent and the other party simultaneously with such termination notice. In the event the other party objects to such disbursement of the Seller's representations or warranties contained herein are untrue or if Seller Xxxxxxx Money, such party shall have failed five (5) business days to have performed any of give the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option terminating party and as its sole remedy either (a) terminate this Agreement by giving the Escrow Agent written notice of termination its objection to Seller and Escrow Agent and receive a full and immediate refund disbursement of any and all the Xxxxxxx Money and accrued interest thereon; or (b) seek to enforce specific performance of this AgreementMoney. Nothing herein shall be deemed to limit Purchaser's remedies in In the event of such dispute, the losing party shall pay, upon the final order of a breach of any representation or warranty court with appropriate jurisdiction, all reasonable attorneys’ fees incurred by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be party so entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, 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. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERin connection with the recovery thereof.

Termination Default and Remedies. 12.1 (a) If Purchaser breaches any of its obligations under this Agreement is terminated because of Contract, including, but not limited to, a failure of one or more of the covenants, conditions or agreements contained in this Agreement, or because of any specific right refusal of Purchaser to terminate consummate the purchase of the REO Property, or any portion thereof, pursuant to this AgreementContract at the Closing, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred Seller’s sole and exclusive remedy shall be to as a "PERMITTED Termination"), retain the Xxxxxxx Money, as full, fixed and all accrued interest thereonliquidated damages, shall be immediately returned not as a penalty, the parties hereby acknowledging the difficulty of ascertaining Seller’s damages in such a circumstance and agreeing that this remedy represents a reasonable and mutual attempt by Seller and Purchaser to anticipate the consequence to Seller of such breach by Purchaser, whereupon neither party this Contract shall terminate. Thereafter, Purchaser and Seller shall be relieved of further liability hereunder, at law or in equity, it being the agreement of the parties that Purchaser shall have any further rights no other liability or obligation for default hereunder, except for such indemnification and other obligations hereunderas may, under the terms hereof, survive termination of this Contract. 12.2 In (b) If Seller fails to consummate the event that sale of the REO Property pursuant to this Contract at the Closing or fails to perform any of Seller’s other obligations under this Contract either prior to or at the Seller's representations Closing (which failure remains uncured for ten (10) days after receipt of written notice of such default from Purchaser) for any reason other than (i) the termination of this Contract, or warranties contained herein are untrue (ii) Purchaser’s failure to perform Purchaser’s obligations under this Contract, on or if Seller prior to the Closing Date, then Purchaser shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Sellerright, Purchaser may, at its option and as its sole remedy and exclusive remedy, to either (aA) terminate this Agreement Contract by giving written notice of the termination to Seller and prior to or at the Closing, whereupon the Escrow Agent and receive a full and immediate refund shall deliver the Xxxxxxx Money to Purchaser, free of any claims by Seller, as full, fixed and all Xxxxxxx Money liquidated damages, not as a penalty, whereupon this Contract shall terminate, the parties hereby acknowledging the difficulty of ascertaining Purchaser’s damages in such a circumstance and accrued interest thereonagreeing that this remedy represents a reasonable and mutual attempt by Seller and Purchaser to anticipate the consequence to Purchaser of Seller’s breach; or (bB) seek to enforce pursue an action for specific performance of this AgreementContract against Seller to consummate the sale of this REO Property pursuant to this Contract; provided, however, that Purchaser shall not be entitled to pursue any action for specific performance in the event that either of the following is applicable: (x) Seller is subject to an order or regulation of any governmental or regulatory authority having jurisdiction over Seller or any affiliate thereof that prevents such performance, or (y) such performance would result in the levy of a fine, imposition of any reserve requirement or any other action that has a material adverse effect (apart from the act of specific performance) on Seller or any affiliate by any such governmental or regulatory authority. Nothing herein Purchaser shall be deemed to limit Purchaser's waive any right to specific performance pursuant to clause (B) above in this Section 6(b) unless Purchaser commences any such action for specific performance within thirty (30) days following the date of the alleged default by Seller. Thereafter, Purchaser and Seller shall be relieved of further liability hereunder (except to the extent indemnification and other obligations of Purchaser and Seller survive termination), at law or in equity, it being the agreement of the parties that Seller shall have no liability or obligation for default hereunder except to the extent of the amounts set forth herein, and in no event shall Seller’s liability or responsibility for any failure, breach or default hereunder exceed the total amounts set forth herein, and in no event shall Purchaser be entitled to any other equitable remedies except as set forth herein. Notwithstanding anything to the contrary set forth herein, in the event remedy option (B) above is not an available remedy to Purchaser due to a direct act of a breach Seller (or if either of any representation clauses (x) or warranty (y) above is applicable), Purchaser shall be deemed to have selected remedy option (A) set forth above as Purchaser’s sole remedy and Seller shall also reimburse Purchaser up to $50,000.00 for actual out-of-pocket costs and expenses (as evidenced by Seller following the Closingpaid receipts and invoices) incurred by Purchaser in connection with this Contract. 12.3 (c) If either Seller or Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be becomes entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole upon termination of this Contract in accordance with its terms, Purchaser and exclusive remedy for Seller covenant and agree to deliver a letter of instruction to the Escrow Agent directing disbursement of the Xxxxxxx Money to the party entitled thereto. If either party fails or refuses to sign or deliver such failureinstruction letter when the other party is entitled to disbursement of the Xxxxxxx Money such party shall pay, Seller hereby specifically waiving any upon the final order of a court with appropriate jurisdiction, all reasonable attorneys’ fees and all rights which it may have expenses (including, without limitation, court costs and fees and expenses of expert witnesses and other professionals) incurred by the party so entitled to damages or specific performance as a result the Xxxxxxx Money in connection with the recovery of Purchaser's default under the Xxxxxxx Money. This obligation shall survive termination of this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERContract.

Termination Default and Remedies. 12.1 (a) If this Agreement is terminated because of a failure of one Purchaser fails or more refuses to consummate the purchase of the covenants, conditions or agreements contained Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this AgreementContract, or because of any specific Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned Contract by giving written notice thereof to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder. 12.2 In , and Title Company shall deliver the event Deposit to Seller as liquidated damages, and not as a penalty, free of any claims by Purchaser or any other person with respect thereto, the parties agreeing that any of the Seller's representations or warranties contained herein are untrue 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, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (b) seek to enforce specific performance of this Agreement. Nothing herein shall be deemed to limit Purchaser's remedies damages in the event of a breach hereof would be difficult to determine but that the Deposit is a fair and reasonable estimate of said damages. It is agreed that the Deposit to which the Seller is entitled hereunder shall constitute full satisfaction of Purchaser's obligations hereunder to the Seller and all Trust Parties. However, forfeiture of the Deposit shall be in addition to, and not in lieu of, any other rights and remedies which might be available to Seller, at law or in equity for any breach or default by Purchaser in its obligations under Section 9 (with respect to its representation and warranty as to the engagement of any representation agent, broker or warranty by other similar party) and Section 10 (with respect to its obligations in conducting its review of the Property). (b) If the Seller following fails or refuses to consummate the sale of the Property pursuant to this Contract at Closing, or fails to perform any of their other obligations hereunder either prior to or at the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby , for any reason other than the termination of this Contract by Seller pursuant to a Permitted Terminationright so to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right, as its sole remedy, either (i) to enforce specific performance of the obligations of the Seller under this Contract , or (ii) to terminate this Contract by giving written notice thereof to Seller prior to or at the Closing whereupon the Deposit shall be entitled returned to receive Purchaser. In the Xxxxxxx Money case of a willful or intentional breach hereof by a Seller (e.g., any further encumbrancing of all or any part of the Property, and/or the making of any amendment, modification or waiver with respect to the XXXX Lease, or any Agreement or Permit, without Purchaser's prior written consent) that results in an election by Purchaser to terminate the Contract, Purchaser may seek such other relief as liquidated may be available at law and/or in equity, including, but not limited to, actual (but not consequential or punitive) damages as Seller's sole up to a maximum amount (inclusive of legal fees and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have costs) equal to damages or specific performance as a result the amount of the Deposit at the time of Purchaser's default under election of its remedy. Purchaser shall make its remedy election pursuant to this AgreementSection 7(b) by giving written notice thereof to Seller prior to or at the Closing. (c) In the event either Seller or Purchaser becomes entitled to the Deposit upon cancellation or termination of this Contract in accordance with any of its terms, Purchaser and Seller covenant and agree to deliver a letter of instruction to the Title Company directing disbursement of the Deposit to the party entitled thereto. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERIn the event either party hereto fails or refuses to sign or deliver such an instruction letter when the other party is entitled to disbursement of the Deposit, such party shall pay, upon the final order of a court with appropriate jurisdiction, all reasonable attorney's fees and court costs incurred by the party so entitled to the Deposit in connection with the recovery thereof.

Termination Default and Remedies. 12.1 A. If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Agreement is terminated because at the Closing for any reason other than the termination of this Agreement by Purchaser pursuant to a failure of one or more of the covenants, conditions or agreements contained right so to terminate expressly set forth in this Agreement, or because of any specific then Seller, as Seller’s sole and exclusive remedy, shall have the right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX Agreement by giving written notice thereof to Purchaser prior to or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), at the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to PurchaserClosing, whereupon neither party hereto shall have any further rights or obligations hereunder except the Surviving Obligations, and the Escrow Agent shall deliver the Xxxxxxx Money to Seller as liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It is agreed that the Xxxxxxx Money to which Seller is entitled under a termination above is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation. B. If Seller fails or refuses to consummate the sale of the Property pursuant to this Agreement at the Closing or following two (2) business days written notice from Purchaser, fails to perform any of Seller’s other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Agreement by Seller pursuant to a right so to terminate expressly set forth in this Agreement or Purchaser’s failure to perform Purchaser’s obligations under this Agreement, then Purchaser, as Purchaser’s SOLE AND EXCLUSIVE remedy, shall have the right to either (i) terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing whereupon neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations, and the Escrow Agent shall deliver the Xxxxxxx Money to Purchaser, free of any claims by Seller or any other person with respect thereto and, provided Purchaser is not in default hereunder, Seller shall reimburse Purchaser for not more than Fifty Thousand and No/100 Dollars ($50,000.00) of actual documented out-of-pocket expenses, if any, that Purchaser paid from and after the Effective Date to third parties in conjunction with Purchaser’s review of the Property, or (ii) enforce specific performance (but not recover damages) of the Seller’s obligations under this Agreement, but if and only if: (A) Purchaser has delivered to Seller written notice of such default and has delivered reasonable evidence (e.g., loan commitment, proof of funds, etc.) of Purchaser’s ability to fund the Purchase Price and other proceeds and has tendered such documents required to be delivered by Purchaser at Closing to the Escrow Agent to hold for a period of up to five (5) business days to enable Seller the opportunity to deliver the documents to be delivered by Seller and Seller Agreement of Purchase and Sale 1751891_4 has failed to cure said default within such five (5) business day period, (B) Purchaser has furnished ten (10) days prior written notice to Seller of its intent and election to seek specific enforcement of this Agreement (the “Election Notice”), (C) a suit for specific performance is filed within thirty (30) days after the later of (x) the expiration of Seller’s cure period, or (y) Seller’s receipt of the Election Notice, and (D) Purchaser is not in default under this Agreement at the time of filing such suit for specific performance and is ready, willing and able to fund the Purchase Price and to close escrow as and when required by the provisions of this Agreement (but for the breach of this Agreement by Seller). Failure to file suit for specific performance within such thirty (30) day period constitutes a waiver of the remedy of specific performance hereunder. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller be liable for actual, consequential or punitive damages. 12.2 C. In the event that any either Seller or Purchaser becomes entitled to the Xxxxxxx Money upon cancellation or termination of this Agreement in accordance with its terms, such party shall deliver notice to the Escrow Agent and the other party simultaneously with such termination notice. In the event the other party objects to such disbursement of the Seller's representations or warranties contained herein are untrue or if Seller Xxxxxxx Money, such party shall have failed five (5) business days to have performed any of give the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option terminating party and as its sole remedy either (a) terminate this Agreement by giving the Escrow Agent written notice of termination its objection to Seller and Escrow Agent and receive a full and immediate refund disbursement of any and all the Xxxxxxx Money and accrued interest thereon; or (b) seek to enforce specific performance of this AgreementMoney. Nothing herein shall be deemed to limit Purchaser's remedies in In the event of such dispute, the losing party shall pay, upon the final order of a breach of any representation or warranty court with appropriate jurisdiction, all reasonable attorneys’ fees incurred by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be party so entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, 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. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERin connection with the recovery thereof.

Termination Default and Remedies. 12.1 A. If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Agreement is terminated because at the Closing following two (2) business days written notice from Seller for any reason other than the termination of this Agreement by Purchaser pursuant to a failure of one or more of the covenants, conditions or agreements contained right so to terminate expressly set forth in this Agreement, or because of any specific then Seller, as Seller’s sole and exclusive remedy, shall have the right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX Agreement by giving written notice thereof to Purchaser prior to or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), at the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to PurchaserClosing, whereupon neither party hereto shall have any further rights or obligations hereunder except the Surviving Obligations, and the Escrow Agent shall deliver the Xxxxxxx Money to Seller as liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It is agreed that the Xxxxxxx Money to which Seller is entitled under a termination above is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation. B. If Seller fails or refuses to consummate the sale of the Property pursuant to this Agreement at the Closing or following two (2) business days written notice from Purchaser, fails to perform any of Seller’s other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Agreement by Seller pursuant to a right so to terminate expressly set forth in this Agreement or Purchaser’s failure to perform Purchaser’s obligations under this Agreement, then Purchaser, as Purchaser’s SOLE AND EXCLUSIVE remedy, shall have the right to: (i) terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing whereupon neither party hereto shall have any further rights or obligations hereunder. 12.2 In , except the event Surviving Obligations, and the Escrow Agent shall deliver the Xxxxxxx Money to Purchaser, free of any claims by Seller or any other person with respect thereto and, provided Purchaser is not in default hereunder, Seller shall promptly reimburse Purchaser for not more than Fifty Thousand and No/100 Dollars ($50,000.00) of actual documented out-of-pocket expenses, if any, that any Purchaser paid or incurred in conjunction with Purchaser’s review of the Seller's representations or warranties contained herein are untrue or if Seller shall have failed to have performed any Property, (ii) complete the purchase of the covenants and/or agreements contained herein Property, in which are event Purchaser waives its right to be performed by Sellerseek reimbursement from Seller for any claim of damages, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (biii) seek to enforce specific performance of the Seller’s obligations under this Agreement, but if and only if: (A) Purchaser has delivered to Seller written notice of such default and Seller has failed to cure said default within a five (5) business day period following receipt of such notice, (B) Purchaser has furnished ten (10) days prior written notice to Seller of its intent and election to seek specific enforcement of this Agreement (the “Election Notice”), (C) a suit for specific performance is filed within forty-five (45) days after the later of (x) the expiration of Seller’s cure period, or (y) Seller’s receipt of the Election Notice, and (D) Purchaser is not in default under this Agreement at the time of filing such suit for specific performance and is ready, willing and able to fund the Purchase Price and to close escrow as and when required by the provisions of this Agreement (but for the breach of this Agreement by Seller). Nothing herein Failure to file suit for specific performance within such forty-five (45) day period constitutes a waiver of the remedy of specific performance hereunder. Notwithstanding anything contained in this Agreement to the contrary, in no event shall either party hereto be deemed liable for actual, consequential or punitive damages. C. In the event either Seller or Purchaser becomes entitled to limit Purchaser's remedies the Xxxxxxx Money upon cancellation or termination of this Agreement in accordance with its terms, such party shall deliver notice to the Escrow Agent and the other party simultaneously with such termination notice. In the event the other party objects to such disbursement of the Xxxxxxx Money, such party shall have five (5) business days to give the terminating party and the Escrow Agent written notice of its objection to disbursement of the Xxxxxxx Money. In the event of such dispute, the losing party shall pay, upon the final order of a breach of any representation or warranty court with appropriate jurisdiction, all reasonable attorneys’ fees incurred by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be party so entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, 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. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERin connection with the recovery thereof.

Termination Default and Remedies. 12.1 (a) If, after waiver or satisfaction of all contingencies listed in Section 4, Buyer defaults under this Agreement, Buyer shall pay to Seller, as liquidated damages, in lieu of all legal or equitable remedies which may be available to Seller, (1) any xxxxxxx money paid or to be paid by Buyer under this Agreement (including, without limitation, the Deposit, the Buyer Note, and the Letter of Credit) plus accrued interest, plus (2) an additional amount equal to Seller's actual out of pocket costs (including reasonable attorneys' fees) incurred in connection with Seller's performance under this Agreement. (b) If Seller defaults under this Agreement, all xxxxxxx money (including, without limitation, the Deposit, the Buyer Note, marked "Canceled," and the Letter of Credit, also marked "Canceled") and accrued interest shall be returned to Buyer and, in addition, Buyer may pursue any legal or equitable remedy that may be available to Buyer. In the alternative, Buyer may choose the remedy set forth in Section 12(c) below, if applicable. However, if Seller is in default under this Agreement solely by reason of a valid legal defect in title that Buyer is unwilling to waive, the xxxxxxx money paid and accrued interest shall be returned to Buyer as Buyer's sole remedy and this Agreement shall be void. (c) If this Agreement transaction does not close due to Seller's default (other than default limited to a valid legal defect in title that Buyer is terminated because unwilling to waive) or inability to satisfy the condition set forth in Section 4A(b), then if, within 12 months after Seller's default or termination of this Agreement, Seller sells or enters into a failure of one contract to sell the Assets to another buyer (the "Post-Termination Sale or more Contract"), Seller shall pay Buyer a termination fee equal to the lesser of the covenants, conditions following: (1) 25% of the amount by which the sale price under the Post- Termination Sale or agreements contained Contract exceeds the Purchase Price defined in this Agreement, or because of any specific right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party shall have any further rights or obligations hereunder. 12.2 In the event that any of the Seller's representations or warranties contained herein are untrue 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, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (b2) seek to enforce specific performance 6% of the Purchase Price defined in this Agreement. Nothing herein If Buyer chooses this remedy, such payment shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty paid by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be entitled to receive the Xxxxxxx Money Buyer as liquidated damages as Seller's sole and exclusive remedy for such failuredamages, Seller hereby specifically waiving any and in lieu of all rights which it legal or equitable remedies that may have be available to damages or specific performance as a result of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERBuyer.

Termination Default and Remedies. 12.1 10.1 If this Agreement is terminated because of a failure of one or more of the covenants, conditions or agreements contained in this Agreement, or by Purchaser because of any specific right of Purchaser authorization to terminate do so specified in this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof Agreement (hereinafter referred to as a "PERMITTED Permitted Termination"), except as otherwise expressly discussed herein, the Xxxxxxx Money, and all accrued interest thereon, Money less the Contract Consideration shall be immediately returned to Purchaser, whereupon neither party shall have any further rights or obligations hereunder, except for those obligations surviving the termination of this Agreement. 12.2 10.2 In the event that any of the Seller's representations or warranties contained herein are untrue 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, and such untruth or failure continues for a period of ten (10) days after the receipt of written notice from Purchaser of the same, or if Seller fails to close this Agreement when required hereunder, for any reason other than a Permitted Termination or a default of Purchaser hereunder, Purchaser may, at its option option, as Purchaser’s sole and as its sole remedy exclusive remedies, either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereonless the Contract Consideration; or (b) seek to enforce specific performance of this Agreement. Nothing herein Any such action for specific performance must be instituted, if at all, within one hundred eighty (180) days after the breach or alleged breach by Seller and, if such action is not so instituted within such period of time, then Purchaser shall be have been deemed to limit conclusively to have waived the right to institute such action and to have elected to pursue the other remedies provided herein. In addition, no action for specific performance may be instituted by Purchaser against Seller with respect to any breach of a representation and warranty or failure of any condition due to any cause not reasonably within the control of Seller, Purchaser’s remedies in such event being limited to termination or waiver as described above. If Purchaser closes the purchase of the Property and subsequently discovers that any of the Seller's remedies representations or warranties contained herein are untrue, Purchaser may seek damages for Seller's breach of such representations and warranties. Notwithstanding the foregoing, however, if Seller is unable or unwilling to consummate this transaction on the Closing Date in accordance with the terms of this Agreement, for any reason other than a Permitted Termination or a breach by Purchaser, and specific performance is not an available remedy due to Seller’s sale, lease, or encumbrance of the Property, and Seller’s failure to close continues for a period of five (5) days after the receipt of written notice from Purchaser of the same, then Purchaser shall have the further option of receiving a full and immediate refund of all Xxxxxxx Money less the Contract Consideration, and obtaining from Seller an amount equal to the actual out of pocket costs and expenses incurred by Purchaser in connection with this transaction. Seller shall pay such amount within thirty (30) days after demand from Purchaser and proof of the incurrence and payment of such amounts and the relation to this Agreement. It is understood and agreed that in the event of a breach of any representation or warranty by Seller following the ClosingPurchaser elects this damage remedy, Purchaser shall not be entitled to seek specific performance. 12.3 If 10.3 In the event that any of the Purchaser's representations or warranties contained herein are untrue or if Purchaser shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Purchaser, and such untruth or failure continues for a period of ten (10) days after the receipt of written notice from Seller of the same, or if Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted TerminationTermination or a breach by Seller, and Purchaser’s failure to close continues for a period of five (5) days after the receipt of written notice from Seller of the same, Seller shall be entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failurebreach of this Agreement, 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, whereupon both parties shall be relieved of and released from any further liability hereunder except for the surviving obligations. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENTSeller and Purchaser agree that the Xxxxxxx Money is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages in light of Seller’s removal of the Property from the market and the costs incurred by Seller and shall not constitute a penalty or a forfeiture. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERNothing herein shall in any way limit Seller’s remedies against Purchaser in the event of a breach of a surviving obligation or an indemnity obligation of Purchaser hereunder. The provisions of this Section 10.3 shall survive the Closing or the termination of this Agreement.

Termination Default and Remedies. 12.1 (a) If this Agreement is terminated because not signed by Seller and an executed copy delivered to Buyer within thirty (30) days after the date this Agreement has been signed by Buyer and an executed copy of a failure this Agreement delivered to Seller, then this Agreement will automatically terminate and be of one no further force or more effect and the Xxxxxxx Money, if any has been delivered to Escrow Agent, will be returned to Buyer. (b) If Buyer fails or refuses to consummate the purchase of the covenants, conditions Property pursuant to this Agreement on or agreements contained in before the date of Closing for any reason other than Seller’s prior failure to perform Seller’s obligations under this Agreement, or because if Buyer fails to perform any other of Buyer’s obligations required by the Agreement prior to Closing for any specific reason other than due to Seller’s prior failure to perform Seller’s obligations under this Agreement, or if any of Buyer’s representations or warranties made hereunder are discovered by Seller to be inaccurate, untrue or incorrect as of the Closing Date, then Seller shall have the right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX Agreement by giving written notice thereof to Buyer on or Article XIII hereof (hereinafter referred to before the date of Closing and retain the Xxxxxxx Money as liquidated damages and not as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaserpenalty or forfeiture, whereupon neither party Party hereto shall have any further rights or obligations hereunder. 12.2 hereunder except those which expressly survive termination of the Agreement. In the event that Buyer fails to perform any of Buyer’s obligations required by the Agreement after Closing for any reason other than due to Seller’s prior failure to perform Seller’s obligations under this Agreement, or if any of Buyer’s representations or warranties made hereunder are discovered by Seller to be inaccurate, untrue or incorrect after the Closing Date, then Seller shall be entitled to pursue any legal and/or equitable remedies, including injunctive relief, available to Seller. (c) If Seller fails or refuses to consummate the sale of the Property pursuant to this Agreement on or before the date of Closing or fails to perform any of Seller’s obligations hereunder for any reason other than due to Buyer’s prior failure to perform Buyer’s obligations under this Agreement, or any of Seller’s representations or warranties made hereunder are inaccurate, untrue or incorrect as of the Closing Date as a result of an intentional, deliberate or grossly negligent act of the Seller's representations or warranties contained herein are untrue or if Seller , then Buyer, as its exclusive remedy, shall have failed the right to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination thereof to Seller and Escrow Agent on or before the date of Closing and receive a full and immediate refund the return of any and all the Xxxxxxx Money and accrued interest thereon; Seller shall reimburse Buyer (but without limiting Buyer's right to receive a refund of the Xxxxxxx Money) for its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, up to a maximum of $25,000, and thereafter neither Party hereto shall have any further rights or obligations hereunder except those which expressly survive termination of the Agreement. (bd) seek to enforce specific performance of this Agreement. Nothing herein In no event shall Buyer or Seller be deemed to limit Purchaser's remedies in the event of a breach liable for any special, indirect, punitive, exemplary, incidental or consequential loss or damages of any representation nature howsoever caused, and whether based on contract, tort (including negligence), indemnity, strict liability or warranty by Seller following any other theory of the Closinglaw. 12.3 If Purchaser fails (e) Prior to close the transaction contemplated hereby for any reason either Buyer or Seller declaring a default under this Agreement (other than a Permitted Terminationdefault in the nature of the failure of a Party to close, for which no cure period shall apply), the non-defaulting party shall send written notice of the default to the defaulting party and to the Escrow Agent. The defaulting party shall have a period of ten (10) days after receipt of the notice of default to cure such default. Neither Buyer nor Seller shall be entitled to receive any of the Xxxxxxx Money as liquidated damages as Seller's sole remedies set forth in this Section 14 prior to the sending of a notice of default to the defaulting party and exclusive remedy for the allowance of an opportunity to cure such failure, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a result default within ten (10) days after the receipt of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERthe notice by the defaulting party.

Termination Default and Remedies. 12.1 If (a) Notwithstanding anything to the contrary herein or elsewhere expressed or implied, Subless* shall have the right to terminate this Agreement is terminated because Sublease upon written notice hereof to Sublessee upon the occurrence of a failure of one any oi or more of the covenants, conditions following events or agreements contained in conditions: . (i) Any failure by Sublessee to pay any rental or other amount due hereunder when and as the same may be due and payable and failure to cure such default within five (5) days following receipt of written notice of default from Sublessor; (ii) Any other failure by Sublessee to comply with any other provision of this AgreementSublease. and failure to cure such default within fifteen (15) days following receipt of written notice of default from Sublessoor (iii) Any action or inaction by Sublessee, or because the sufferance of any specific act or condition I Sublessee, which would constitute a default by the Sublessor under the Head Lease, regardless of whether or not the Landlord seeks to enforce the applicable default provisions of the Head Lease. (b) Upon termination of this Sublease for any reason whatsoever. Sublessee shall immediate. surrender the Premises to Sublessor in the same condition as existed on the commencement of this Sublease, reasonable wear and tear excepted, and shall immediately vacate the Premises leaving all furniture, fixtures and equipment. Six (60) days following said termination, and provided Sublessee increases the amount of security held by Sublessor cover the shortfall on the guaranteed rental payments by Sublessee, Sublessor will release to Sublessee the furniture movable and unattached fixtures and equipment ("FF&E"). In the event Sublessee fails to put up the additional security to cover the rental for the balance of the term of the Head Lease, Sublessor shall have the right to assume ownership of Purchaser the FF&E, after crediting Sublessee with the depreciated value of same. This credit shall be added to terminate the security deposit that is in Sublessor's possession. If the amount that this Agreementsum equals or is greater than the rental due, including without limitation those termination rights contained Sublessee shall be paid the balance. Sublessor shall use its best efforts to find a replacement sublessee/licensee. If there is deficiency at the time a replacement sublessee/licensee is found. Sublessee shall be personally responsible for th deficiency. If no deficiency exists. Sublessee shall be paid what is owed to him. The depreciated value shall I calculated by reducing the value of the FF&E by 50% at the time of purchase of same, and then depreciating the FF&E by 20% each year, with a minimum depreciated value of 10% of the original purchase price. By way of example, if the cost of the FF&E is $12,000, the immediate depreciation is $6,000 and each year thereafter it shall depreciate by 20% or a pro rata amount depending on the months involved if not a full year. Sublessor shall have the right to file appropriate Uniform Commercial Code forms for the purpose of perfecting its security interest in Article IVthe FF&E. Sublessee shall nevertheless be obligated to pay the monthly rental until such time as Sublessor secures a substitu licensee/sublessee for the Premises. Sublessor shall have the right to deduct such monthly rental from the security deposit, Article Vwhich now includes the FF&E credit discussed herein, Article VIIbeing held by Sublessor until a substitute is found. Once a new sublessee has been secured, Article VIIISublessee shall be paid the balance that is left over for the FF&E, Article IX or Article XIII hereof less the depreciation, the rental paid, after deducting same from the security deposit. In the event the FF&E has been leased through a third party leasing company. Sublessor's lien shall be subordinated to the prior lienholder. (hereinafter referred c) In the event this Sublease is terminated due to a default of its terms and not as a "PERMITTED Termination")result of default under the License Agreement and Sublessee elects to remain in the Travel Network system. Sublessor, at its absolute discretion may permit Licensee to do so, provided the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party shall have any further rights or obligations hereunder. 12.2 new agency is at least five (5) miles away from the Premises. In the event that this occurs, Licensee shall have the right to continue to solicit his/her customer base, but wi not have any rights in and to the telephone number of the Seller's representations Agency, as per the License Agreement. (d) In addition to the remedies of Sublessor specified in the aforesaid paragraphs, the parties hereto agree that the only notices necessary to terminate this Sublease and License Agreement are those enumerated herein, with all other notices and demands required by statute or warranties contained herein are untrue law being hereby waived by Sublessee, and further that .this Sublease and the License Agreement may also be terminated at the election of Sublessor without farther notice or if Seller shall have failed demand in the following event: (i) If Sublessee establishes a pattern of repeated defaults in that Sublessee fails to have performed make any payment of money under this Sublease when due, or defaults in the covenants and/or agreements contained herein which are performance of any covenants, undertakings, or obligations other than for the payment of money required by this Sublease to be performed by SellerSublessee, Purchaser mayin three (3) consecutive calendar months or in any four (4) months during the same calendar year (whether the same or different failures or defaults are involved), at its option then notwithstanding that Sublessee has cured within the times prescribed for any such failures and as its sole remedy either defaults occurring in the first two (a2) terminate consecutive months or in any three (3) months in the same calendar year, it is nevertheless agreed that the occurrence of such failure of default for the third consecutive calendar month or for the fourth month in the same calendar year shall be conclusively deemed to be an immediate material breach of this Agreement by giving written Sublease permitting termination without further demand or notice of termination any kind and without any right on the part of Sublessee to Seller and Escrow Agent and receive a full and immediate refund of cure; and (ii) If Sublessee willfully falsifies any and all Xxxxxxx Money and accrued interest thereon; statement or (b) seek report required to enforce specific performance be submitted to Sublessor under the terms of this Agreement. Nothing herein shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty by Seller following the ClosingSublease. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, 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. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER.

Termination Default and Remedies. 12.1 (a) If Purchaser fails or refuses to consummate the purchase of the Loan and Loan Documents pursuant to this Agreement is terminated because at the Closing, or fails to perform any of Purchaser’s other obligations under this Agreement either prior to or at the Closing for any reason other than termination of this Agreement by Purchaser pursuant to a right to terminate expressly set forth in this Agreement or Seller’s failure of one or more of the covenants, conditions or agreements contained in to perform Seller’s obligations under this Agreement, then Seller shall have the right to pursue any and all remedies available at law or because of any specific in equity including, but not limited to, the right of Purchaser to terminate this Agreement, including without limitation those Agreement by giving written notice of the termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX to Purchaser prior to or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), at the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to PurchaserClosing, whereupon neither party shall have any further rights or obligations hereunderunder this Agreement, and the Escrow Agent shall deliver the Deposit to Seller which shall constitute liquidated damages under this Agreement, free of any claims by Purchaser. It is agreed that the Deposit to which the Seller may be entitled under this Agreement is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is incapable or very difficult to accurately estimate. 12.2 In (b) If Seller fails or refuses to consummate the event that sale of the Loan pursuant to this Agreement at the Closing or fails to perform any of the Seller's representations or warranties contained herein are untrue or if Seller ’s other obligations under this Agreement for any reason other than Purchaser’s failure to perform Purchaser’s obligations under this Agreement, then Purchaser shall have failed the right to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option and as its sole remedy either either: (ai) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund the return of the Deposit, in which event the parties shall be released from any and all Xxxxxxx Money and accrued interest thereon; liability under this Agreement (except for obligations that are expressly intended to survive the termination of this Agreement), or (bii) seek to enforce specific performance of this AgreementSeller’s obligations hereunder with the Deposit remaining in escrow pending the outcome of such proceedings. Nothing herein The foregoing shall be deemed to limit Purchaser's ’s sole remedies in the event of a breach of any representation or warranty by Seller following the Closingdefault and Purchaser shall have no action against Seller for damages hereunder. 12.3 (c) If either Seller or Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be becomes entitled to receive the Deposit upon termination of this Agreement in accordance with its terms, Purchaser and Seller covenant and agree to deliver a letter of instruction to the Escrow Agent directing disbursement of the Deposit to the party entitled thereto. If either party fails or refuses to sign or deliver such instruction letter when the other party is entitled to disbursement of the Deposit such party shall pay, upon the final order of a court with appropriate jurisdiction, all reasonable attorneys’ fees and expenses (including, without limitation, court costs and fees and expenses of expert witnesses and other professionals) incurred by the party so entitled to the Deposit in connection with the recovery of the Xxxxxxx Money as liquidated damages as Seller's sole and exclusive remedy for such failure, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a result Money. This obligation shall survive termination of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER.

Termination Default and Remedies. 12.1 (a) If, after waiver or satisfaction of all contingencies listed in Section 4, Buyer defaults under this Agreement, Buyer shall pay to Seller, as liquidated damages, in lieu of all legal or equitable remedies which may be available to Seller, (1) any earnest money paid or to be xxxx xx Buyer under this Agreement (including, without limitation, the Deposit, the Buyer Note, and the Letter of Credit) plus accrued interest, plus (2) an additional amount equal to Seller's actual out of pocket costs (including reasonable attorneys' fees) incurred in connection with Seller's performance under this Agreement. (b) If Seller defaults under this Agreement, all earnest money (including, wixxxxx ximitation, the Deposit, the Buyer Note, marked "Canceled," and the Letter of Credit, also marked "Canceled") and accrued interest shall be returned to Buyer and, in addition, Buyer may pursue any legal or equitable remedy that may be available to Buyer. In the alternative, Buyer may choose the remedy set forth in Section 12(c) below, if applicable. However, if Seller is in default under this Agreement solely by reason of a valid legal defect in title that Buyer is unwilling to waive, the earnest money paid and accxxxx xnterest shall be returned to Buyer as Buyer's sole remedy and this Agreement shall be void. (c) If this Agreement transaction does not close due to Seller's default (other than default limited to a valid legal defect in title that Buyer is terminated because unwilling to waive) or inability to satisfy the condition set forth in Section 4A(b), then if, within 12 months after Seller's default or termination of this Agreement, Seller sells or enters into a failure of one contract to sell the Assets to another buyer (the "Post-Termination Sale or more Contract"), Seller shall pay Buyer a termination fee equal to the lesser of the covenants, conditions following: (1) 25% of the amount by which the sale price under the Post- Termination Sale or agreements contained Contract exceeds the Purchase Price defined in this Agreement, or because of any specific right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), the Xxxxxxx Money, and all accrued interest thereon, shall be immediately returned to Purchaser, whereupon neither party shall have any further rights or obligations hereunder. 12.2 In the event that any of the Seller's representations or warranties contained herein are untrue 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, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination to Seller and Escrow Agent and receive a full and immediate refund of any and all Xxxxxxx Money and accrued interest thereon; or (b2) seek to enforce specific performance 6% of the Purchase Price defined in this Agreement. Nothing herein If Buyer chooses this remedy, such payment shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty paid by Seller following the Closing. 12.3 If Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be entitled to receive the Xxxxxxx Money Buyer as liquidated damages as Seller's sole and exclusive remedy for such failuredamages, Seller hereby specifically waiving any and in lieu of all rights which it legal or equitable remedies that may have be available to damages or specific performance as a result of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERBuyer.

Termination Default and Remedies. 12.1 (a) If this Agreement is terminated because not signed by Seller and an executed copy delivered to Buyer within thirty (30) days after the date this Agreement has been signed by Buyer and an executed copy of a failure this Agreement delivered to Seller, then this Agreement will automatically terminate and be of one no further force or more of the covenants, conditions or agreements contained in this Agreement, or because of any specific right of Purchaser to terminate this Agreement, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred to as a "PERMITTED Termination"), effect and the Xxxxxxx Money, if any has been delivered to Escrow Agent, will be returned to Buyer. (b) If Buyer fails or refuses to consummate the purchase of the Property pursuant to this Agreement on or before the date of Closing for any reason other than Seller’s prior failure to perform Seller’s obligations under this Agreement, then Seller, as Seller’s sole and all accrued interest thereonexclusive remedy, shall be immediately returned have the right to Purchaserterminate this Agreement by giving written notice thereof to Buyer on or before the date of Closing and retain the Xxxxxxx Money as liquidated damages and not as a penalty or forfeiture, whereupon neither party Party hereto shall have any further rights or obligations hereunderhereunder except those which expressly survive termination of the Agreement. 12.2 In (c) If Seller fails or refuses to consummate the event that sale of the Property pursuant to this Agreement on or before the date of Closing or fails to perform any of the Seller's representations or warranties contained herein are untrue or if Seller ’s obligations hereunder for any reason other than due to Buyer’s prior failure to perform Buyer’s obligations under this Agreement, then Buyer, at Buyer’s option, shall have failed the right to have performed any of the covenants and/or agreements contained herein which are to be performed by Seller, Purchaser may, at its option and as its sole remedy either (a) terminate this Agreement by giving written notice of termination thereof to Seller and Escrow Agent on or before the date of Closing and receive a full the return of the Xxxxxxx Money, and immediate refund thereafter neither Party hereto shall have any further rights or obligations hereunder except those which expressly survive termination of the Agreement, or in lieu of exercising the option to terminate, Buyer may seek the remedy of Specific Performance of this Agreement by Seller. (d) In no event shall Buyer or Seller be liable for any special, indirect, punitive, exemplary, incidental or consequential loss or damages of any nature howsoever caused, and all Xxxxxxx Money and accrued interest thereon; whether based on contract, tort (including negligence), indemnity, strict liability or (b) seek to enforce specific performance any other theory of this Agreement. Nothing herein shall be deemed to limit Purchaser's remedies in the event of a breach of any representation or warranty by Seller following the Closinglaw. 12.3 If Purchaser fails (e) Prior to close the transaction contemplated hereby for any reason either Buyer or Seller declaring a default under this Agreement (other than a Permitted Terminationdefault in the nature of the failure of a party to close, for which no cure period shall apply), the non-defaulting party shall send written notice of the default to the defaulting party and to the Escrow Agent. The defaulting party shall have a period of ten (10) days after receipt of the notice of default to cure such default. Neither Buyer nor Seller shall be entitled to receive any of the Xxxxxxx Money as liquidated damages as Seller's sole remedies set forth in this Section 13 prior to the sending of a notice of default to the defaulting party and exclusive remedy for the allowance of an opportunity to cure such failure, Seller hereby specifically waiving any and all rights which it may have to damages or specific performance as a result default within ten (10) days after the receipt of Purchaser's default under this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERthe notice by the defaulting party.

Termination Default and Remedies. 12.1 (a) If this Agreement is terminated because of a failure of one or more Purchaser fails to consummate the purchase of the covenants, conditions or agreements contained in this AgreementREO Property, or because of any specific right of Purchaser portion thereof, pursuant to terminate this AgreementContract at the Closing, including without limitation those termination rights contained in Article IV, Article V, Article VII, Article VIII, Article IX or Article XIII hereof (hereinafter referred Seller’s sole and exclusive remedy shall be to as a "PERMITTED Termination"), retain the Xxxxxxx Money, as full, fixed and all accrued interest thereonliquidated damages, shall be immediately returned not as a penalty, the parties hereby acknowledging the difficulty of ascertaining Seller’s damages in such a circumstance and agreeing that this remedy represents a reasonable and mutual attempt by Seller and Purchaser to anticipate the consequence to Seller of such breach by Purchaser, whereupon neither party this Contract shall terminate. Thereafter, unless Purchaser has breached or was in default of this Contract prior to such termination for other than a breach for failure to consummate the purchase of the REO Property, or any portion thereof (in which event the terms of the last sentence of this Section 6(a) shall apply), Purchaser and Seller shall be relieved of further liability hereunder, at law or in equity, it being the agreement of the parties that Purchaser shall have any further rights no other liability or obligation for default hereunder, except for such indemnification and other obligations hereunder. 12.2 as may, under the terms hereof, survive termination of this Contract. In the event that of any breach or default by Purchaser other than for Purchaser’s failure to consummate the purchase of the REO Property, or any portion thereof, pursuant to this Contract at Closing, which breach or default remains uncured for ten (10) days after receipt of written notice of such breach from Seller, Seller shall (x) if such breach or default occurs prior to Closing, retain the Xxxxxxx Money and terminate this Contract (except for such indemnification and other obligations as may, under the terms hereof, survive termination of this Contract), and (y) if such breach or default occurs after Closing, shall have all other rights and remedies provided hereunder at law or in equity as a result of any such breach or default by Purchaser under this Contract. (b) If Seller (x) fails to consummate the sale of the REO Property, or any portion thereof, pursuant to this Contract at the Closing or (y) fails to perform any of Seller’s other obligations under this Contract either prior to or at the Seller's representations Closing and such failure under this subsection (y) remains uncured for ten (10) days after receipt of written notice of such default from Purchaser, in either event for any reason other than (i) the termination of this Contract, or warranties contained herein are untrue (ii) Purchaser’s failure to perform Purchaser’s obligations under this Contract, on or if Seller prior to the Closing Date, then Purchaser shall have failed to have performed any of the covenants and/or agreements contained herein which are to be performed by Sellerright, Purchaser may, at its option and as its sole remedy and exclusive remedy, to either (aA) terminate this Agreement Contract by giving written notice of the termination to Seller and prior to or at the Closing, whereupon the Escrow Agent and receive a full and immediate refund shall deliver the Xxxxxxx Money to Purchaser, free of any claims by Seller, as full, fixed and all Xxxxxxx Money liquidated damages, not as a penalty, plus, in the event such failure is in bad faith and accrued interest thereonintentional, up to $75,000.00 for actual out-of-pocket costs and expenses (as evidenced by paid receipts and invoices) incurred by Purchaser in connection with this Contract, whereupon this Contract shall terminate, the parties hereby acknowledging the difficulty of ascertaining Purchaser’s damages in such a circumstance and agreeing that this remedy represents a reasonable and mutual attempt by Seller and Purchaser to anticipate the consequence to Purchaser of Seller’s breach; or (bB) seek to enforce pursue an action for specific performance of this AgreementContract against Seller to consummate the sale of this REO Property pursuant to this Contract; provided, however, that Purchaser shall not be entitled to pursue any action for specific performance in the event that either of the following is applicable: (x) Seller is subject to an order or regulation of any governmental or regulatory authority having jurisdiction over Seller or any affiliate thereof that prevents such performance, or (y) such performance would result in the levy of a fine, imposition of any reserve requirement or any other action that has a material adverse effect (apart from the act of specific performance) on Seller or any affiliate by any such governmental or regulatory authority. Nothing herein Purchaser shall be deemed to limit Purchaser's waive any right to specific performance pursuant to clause (B) above in this Section 6(b) unless Purchaser commences any such action for specific performance within ninety (90) days following the Outside Closing Date. Thereafter, Purchaser and Seller shall be relieved of further liability hereunder (except to the extent indemnification and other obligations of Purchaser and Seller survive termination), at law or in equity, it being the agreement of the parties that Seller shall have no liability or obligation for default hereunder except to the extent of the amounts set forth herein, and in no event shall Seller’s liability or responsibility for any failure, breach or default hereunder exceed the total amounts set forth herein, and in no event shall Purchaser be entitled to any other equitable remedies except as set forth herein. Notwithstanding anything to the contrary set forth herein, in the event of a breach of any representation or warranty remedy option (B) above is not an available remedy to Purchaser, Purchaser shall be deemed to have selected remedy option (A) set forth above as Purchaser’s sole remedy and Seller shall also reimburse Purchaser up to $75,000.00 for actual out-of-pocket costs and expenses (as evidenced by Seller following the Closingpaid receipts and invoices) incurred by Purchaser in connection with this Contract. 12.3 (c) If either Seller or Purchaser fails to close the transaction contemplated hereby for any reason other than a Permitted Termination, Seller shall be becomes entitled to receive the Xxxxxxx Money as liquidated damages as Seller's sole upon termination of this Contract in accordance with its terms, Purchaser and exclusive remedy for Seller covenant and agree to deliver a letter of instruction to the Escrow Agent directing disbursement of the Xxxxxxx Money to the party entitled thereto. If either party fails or refuses to sign or deliver such failureinstruction letter when the other party is entitled to disbursement of the Xxxxxxx Money such party shall pay, Seller hereby specifically waiving any upon the final order of a court with appropriate jurisdiction, all reasonable attorneys’ fees and all rights which it may have expenses (including, without limitation, court costs and fees and expenses of expert witnesses and other professionals) incurred by the party so entitled to damages or specific performance as a result the Xxxxxxx Money in connection with the recovery of Purchaser's default under the Xxxxxxx Money. This obligation shall survive termination of this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WOULD SUFFER IF THE PURCHASE AND SALE CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF PURCHASER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER AGREE THAT THE XXXXXXX MONEY CONSTITUTES A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT WHICH SELLER WOULD SUFFER IN THE EVENT OF SUCH A DEFAULT BY PURCHASERContract.