Common use of Upon Default Clause in Contracts

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL WHO EXLPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES PROVISION. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S EXCLUSIVE AND SOLE REMEDY FOR BUYER'S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTY. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to the amount of Fifty Thousand Dollars ($50,000), as its sole and exclusive remedies and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (ii) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty (30) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC PERFORMANCE.

Upon Default. (i) IF If BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT DEAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AGREEMENT (X) FAILS TO COMPLETE CLOSING OR PAY THE ADDITIONAL DEPOSIT TO EXCROW HOLDER AS REQUIRED UNDER SECTION 2(B) HEREOF OR, (Y) OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENTAGREEMENT IN ANY MATERIAL RESPECT AND SUCH MATERIAL DEFAULT CONTINUES FOR A PERIOD OF TEN (10) BUSINESS DAYS AFTER WRITTEN NOTICE FROM BUYER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY DELIVERYING WRITTEN NOTICE OF SUCH DEFAULT TO BUYER. IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO THE PRECEDING SENTENCE, SELLER SHALL BE PAID THE DEPOSIT AS LIQUIDATED LIQUDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR OF IMPRACTIABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES DAMAGES PROVISION. THE RIGHT OF THE SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S EXCLUSIVE EXLCUSIVE AND SOLE REMEDY FOR BUYER'S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTYREMEDY. (ii) If Seller, (A) without the right to do so and in default of its obligations under this Agreement, fails to complete Closing Closing, or otherwise materially (B) defaults under or materially breaches in any material respect any of Seller’s representations, warranties, covenants or agreements under this AgreementAgreement and such default continues for a period of ten (10) Business Days after written notice from Buyer, then in either case Buyer shall have the right to (ix) terminate this AgreementAgreement by delivering written notice of such default to Seller, in which event Buyer shall be entitled to the return of the entire Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to (including the amount of Fifty Thousand Dollars ($50,000), Hard Deposit) as its sole and exclusive remedies remedy (except as otherwise set forth in the following sentence) and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (iiy) institute a civil court action for specific performance (but not damagesdamages other than reimbursement of Buyer’s fees and costs (including attorneys’ fees) incurred in enforcement of this Agreement); provided that Buyer shall commence its action of specific performance against Seller within thirty sixty (3060) days after the scheduled Closing Date. Notwithstanding anything to the contrary in the preceding sentence, if Buyer terminates this Agreement pursuant to subsection (x) of the preceding sentence, then Seller shall immediately pay or reimburse Buyer for out-of-pocket costs and expenses incurred by Buyer in respect of this Agreement and the transactions contemplated hereunder, including, without limitation, Buyer’s legal fees and expenses, due diligence cost and financings costs, up to a maximum amount of Fifty Thousand Dollars ($50,000.00) (“Buyer’s Reimbursable Due Diligence Costs”). Seller’s obligation to pay Buyer’s Reimbursable Due Diligence Costs shall survive the termination of this Agreement. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE ANY PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC SPECIFIC PERFORMANCE.

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES DAMAGES PROVISION. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE AND SOLE REMEDY FOR BUYER'S ’S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTY. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to the amount of Fifty Thousand Dollars ($50,000), as its sole and exclusive remedies remedy and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (ii) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty sixty (3060) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENTAGREEMENT EXCEPT WITH RESPECT TO AN INTENTIONAL AND DELIBERATE ACT OF SELLER THAT RESULTS IN THE REMEDY OF SPECIFIC PERFORMANCE BECOMING UNAVAILABLE TO BUYER IN WHICH CASE BUYER’S REMEDIES SHALL BE UNLIMITED. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE ANY PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC SPECIFIC PERFORMANCE. (iii) Notwithstanding anything contained herein to the contrary, prior to enforcing a remedy available to a party hereunder, such party shall first provide the defaulting party with written notice of the defaulting party’s default, such notice to contain reasonable specificity detailing the defaulting party’s default, and the defaulting party shall have a period of three (3) business days after the defaulting party’s receipt of such notice to cure such default; provided, however, if such default cannot be cured by the defaulting party within such period of time, the defaulting party shall have a reasonable period of time, not to exceed ten (10) days after the defaulting party’s receipt of such notice, to cure such default. After the time periods set forth above have lapsed, the party providing such notice to the defaulting party may enforce such party’s remedies hereunder.

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES DAMAGES PROVISION. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE AND SOLE REMEDY FOR BUYER'S ’S FAILURE TO PURCHASE THE PROPERTY OR OTHER BREACH OR DEFAULT OF A REPRESENTATION OR WARRANTYTHIS AGREEMENT. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the immediate return of the entire Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to the amount of Fifty Thousand Dollars ($50,000), as its sole and exclusive remedies remedy (subject to the remainder of this paragraph) and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (ii) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty ninety (3090) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE ANY PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC SPECIFIC PERFORMANCE. Notwithstanding anything to the contrary set forth herein, if Buyer terminates this Agreement pursuant to this paragraph and the Seller default or failure at issue is the failure by Seller to deliver on or before the Closing Date one or more of the documents for the Closing required under Subsections 15(a)(i)-(vii) and (x)-(xii), duly executed and acknowledged by Seller where applicable, then in addition to a return of the entire Deposit, Buyer shall be entitled to damages from Seller in an amount equal to all of the losses, costs and expenses actually incurred by Buyer in connection with this Agreement and the pursuit of the transactions contemplated by same or otherwise in reliance upon Seller timely performing all of its obligations under this Agreement for Closing, such damages not to exceed $500,000 in the aggregate. Buyer’s claim for damages under the preceding sentence shall survive the termination of this Agreement, and Seller acknowledges that such claim shall not be barred by any limitations on damages or remedies within this paragraph or elsewhere in this Agreement.

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT RIGHTS TO DO SO AND IN DEFAULT "DEFAULT" (AS BELOW DEFINED) OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE COMPLET CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT THE SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE TO DETERMINE. AFTER NEGOTIATIONNEGOTIATIONS, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING EXITING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A RESONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME OF THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES PROVISIONDAMAGES PROVISIONS. THE RIGHT OF THE SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S EXCLUSIVE AND SOLE REMEDY FOR BUYER'S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTYREMEDY. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed pursue a claim for reimbursement from Seller of all actual costs and expenses (including reasonable legal fees) incurred by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs Buyer in connection with this Agreement, up to the a maximum amount of Fifty Thousand Dollars ($50,000)30,000.00 in the aggregate, as its sole and exclusive remedies which is agreed by the parties to be liquidated damages and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (iior(ii) institute a civil court action for specific performance of Seller’s obligation to execute the documents required to convey the Property to Buyer (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty (30) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE ANY PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC SPECIFIC PERFORMANCE. (iii) Events of Default. Occurrence of one or more of the following events will constitute an event of default (“Default”) under this Agreement (a) either the Seller or Buyer shall default in the performance of any of its obligations under this Agreement or materially breaches any covenant, agreement, restriction representation or warranty set forth herein and such default remains uncured for a period of ten (10) business days after notice thereof shall have been given by the other party; or (b) either the Seller or Buyer shall be adjudged bankrupt or insolvent, or a petition or proceeding for bankruptcy or for reorganization shall be filed against it and it shall admit the material allegations thereof, or an order, judgment or decree shall be entered approving such petition and such order, judgment or decree shall not be vacated or stayed within thirty (30) days of its entry or a receiver or trustee shall be appointed for either party or the Property, or any part thereof, and remain in possession thereof for thirty (30) days.

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES DAMAGES PROVISION. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE AND SOLE REMEDY FOR BUYER'S ’S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTY. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to the amount of Fifty Thousand Dollars ($50,000), as its sole and exclusive remedies remedy and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (ii) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty sixty (3060) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE ANY PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC SPECIFIC PERFORMANCE.

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES DAMAGES PROVISION. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE AND SOLE REMEDY FOR BUYER'S ’S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTY. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (iA) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to (including the amount of Fifty Thousand Dollars ($50,000), Hard Deposit) as its sole and exclusive remedies remedy and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (iiB) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty (30) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE ANY PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC SPECIFIC PERFORMANCE.. Notwithstanding the foregoing, if Seller's default constitutes an Intentional Seller Default (as hereinafter defined) and Buyer makes the election described in clause (B) above, then Buyer shall also have the right to xxx Seller for money damages in an amount equal to the amount of the direct, third-party out-of-pocket costs and expenses actually incurred by Buyer in connection with this Agreement and the inspection, acquisition and financing of said Property up to a maximum amount of $50,000. As used herein, "Intentional Seller Default" means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.e. conduct that constitutes a felony under applicable law), or (c) an intentional and deliberate act of Seller taken on or after the Effective Date that is intended to result in, and does result in, Buyer's inability to consummate the transaction contemplated in this Agreement for a reason other than Buyer's default. LW:1030385.6

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES DAMAGES PROVISION. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S ’S EXCLUSIVE AND SOLE REMEDY FOR BUYER'S ’S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTY. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to the amount of Fifty Thousand Dollars ($50,000), as its sole and exclusive remedies and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (ii) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty (30) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC PERFORMANCE.

Upon Default. (i) IF BUYER, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL BY COUNSEL WHO EXLPLAINEDEXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES DAMAGES PROVISION. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE AND SOLE REMEDY FOR BUYER'S ’S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTY. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to the amount of Fifty Thousand Dollars ($50,000), as its sole and exclusive remedies remedy and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (ii) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty (30) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC PERFORMANCE.within

Upon Default. (iI) IF BUYERIf Buyer, WITHOUT THE RIGHT TO DO SO AND IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENTwithout the right to do so and in default of its obligations under this Agreement, FAILS TO COMPLETE CLOSING OR OTHERWISE MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENTfails to complete Closing or otherwise defaults under or breaches this Agreement, SELLER SHALL HAVE THE RIGHT TO BE PAID THE DEPOSIT AS LIQUIDATED DAMAGESSeller shall have the right to be paid the Deposit as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGESThe parties have agreed that Seller’s actual damages, IN THE EVENT OF A BUYER DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTIABLE TO DETERMINEin the event of a Buyer default would be extremely difficult or impracticable to determine. AFTER NEGOTIATIONAfter negotiation, THE PARTIES HAVE AGREED THATthe parties have agreed that, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENTconsidering all the circumstances existing on the date of this Agreement, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in such event. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BYCOUNSEL WHO EXLPLAINEDEach party specifically confirms the accuracy of the statements made above and the fact that each party was represented by counsel who explained, AT THE TIME THIS AGREEMENT WAS MADEat the time this Agreement was made, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGAES PROVISIONthe consequences of this liquidated damages provision. THE RIGHT OF SELLER TO BE PAID THE DEPOSIT SHALL BE SELLER'S EXCLUSIVE AND SOLE REMEDY FOR BUYER'S FAILURE TO PURCHASE THE PROPERTY OR BREACH OF A REPRESENTATION OR WARRANTYThe right of Seller to be paid the Deposit shall be Seller’s sole and exclusive remedy for Buyer’s failure to purchase the Property or Buyer’s breach of a representation or warranty. (iiII) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise materially defaults under or materially breaches this Agreement, Buyer shall have the right to (i) terminate this Agreement, in which event Buyer shall be entitled to the return of the Deposit and shall be reimbursed by Seller for its third party out-of-pocket expenses for legal fees and due diligence costs up to the amount of Fifty Thousand Dollars ($50,000), as its sole and exclusive remedies remedy and neither Seller nor Buyer shall have any further obligations under this Agreement, except those matters expressly provided in this Agreement to survive termination, or (ii) institute a civil court action for specific performance (but not damages); provided that Buyer shall commence its action of specific performance against Seller within thirty forty five (3045) days after the scheduled Closing Date. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE ANY PROPERTY UNLESS AND UNTIL IT HAS FILED AN ACTION SEEKING SPECFIC SPECIFIC PERFORMANCE.