Common use of Buyer Default; Liquidated Damages Clause in Contracts

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR 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. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. Initials: Seller Buyer

Buyer Default; Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED DUE TO ANY BUYER’S UNCURED MATERIAL DEFAULT BY BUYER HEREUNDERUNDER THIS AGREEMENT, THEN SELLER SHALL BE ENTITLED TO RETAIN AND SHALL RECEIVE THE DEPOSIT AS SELLER’S LIQUIDATED DAMAGES; PROVIDED, WHICH RETENTION HOWEVER, THE AMOUNT OF THE LIQUIDATED DAMAGES UNDER THIS SECTION SHALL OPERATE BE LIMITED TO TERMINATE THIS AGREEMENT THE AMOUNT OF THE INITIAL DEPOSIT UNLESS AND RELEASE UNTIL BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS HAS PROVIDED IN SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11THE APPROVAL NOTICE. THE PARTIES HAVE AGREED AGREE THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL AND THAT UNDER THE CIRCUMSTANCES EXISTING ON AS OF THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT SELLER WOULD INCUR IN THE PAYMENT OF SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO LIMIT CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. /s/ SK /s/ MP SELLER’S INITIALS BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. Initials: Seller BuyerINITIALS

Buyer Default; Liquidated Damages. SUBJECT TO THE CURE RIGHTS SET FORTH IN SECTION 12.02(b), IF THE SALE IS NOT CONSUMMATED DUE TO BUYER'S DEFAULT OR BUYER'S BREACH OF ANY DEFAULT BY BUYER HEREUNDEROF ITS REPRESENTATIONS IN ANY MATERIAL RESPECT, THEN SELLER SHALL SELLERS HAVE THE RIGHT TO RETAIN THE DEPOSIT (AND ANY INTEREST ACCRUED THEREON), AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER THE PARTIES FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11ANY PROVISION OF THIS AGREEMENT WHICH IS EXPRESSLY STATED TO SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER’S THE ACTUAL DAMAGESDAMAGES OF SELLERS, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S 'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AN AMOUNT OF EQUAL TO THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER SELLERS WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. Initials: Seller Buyer.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.53.4, 4.69.7, 4.7, 10.7 AND 11.1110.11. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S 'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR 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. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING 'S INDEMNITY OBLIGATIONS UNDER SECTIONS 4.53.4, 4.69.7, 4.7, 10.7 AND 11.1110.11. Initials: Seller Buyer_______ Buyer _______

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6 AND 11.1110.11. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR 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. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S (OR SELLER’S, AS APPLICABLE) SURVIVING OBLIGATIONS UNDER SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6 AND 11.1110.11. Initials: Seller Buyer

Buyer Default; Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT CONSUMMATED DUE COMPLETED AND THIS AGREEMENT TERMINATES BECAUSE BUYER MATERIALLY DEFAULTS UNDER THIS AGREEMENT OR MATERIALLY BREACHES THIS AGREEMENT (AFTER WRITTEN NOTICE AND SEVEN (7) BUSINESS DAYS TO CURE, EXCEPT WITH RESPECT TO BUYER’S OBLIGATION TO DELIVER THE PURCHASE PRICE AND ANY DEFAULT BY BUYER HEREUNDERDOCUMENT(S) REQUIRED UNDER SECTION 10.2 TO ESCROW HOLDER ON OR PRIOR TO THE SCHEDULED CLOSING DATE, THEN SELLER FOR WHICH NO NOTICE OR CURE SHALL RETAIN BE AVAILABLE), THE PORTION OF THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT SHALL OPERATE BE PAID TO TERMINATE SELLER UPON TERMINATION OF THIS AGREEMENT AND RELEASE BUYER FROM ANY RETAINED BY SELLER AS LIQUIDATED DAMAGES AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, SOLE REMEDY AT LAW OR IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEEQUITY. AFTER NEGOTIATION, THE PARTIES HAVE AGREED SELLER AND BUYER AGREE THAT, CONSIDERING ALL UNDER THE CIRCUMSTANCES EXISTING ON AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE AMOUNT PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME IF BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT WAS MADE, AND FAILS TO PURCHASE THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONPROPERTY. THE FOREGOING IS NOT INTENDED TO LIMIT SELLER’S INITIALS: SEM____SSM__ BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. InitialsINITIALS: Seller Buyer_RFE______

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SELLER'S SOLE REMEDY SHALL RETAIN BE TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6 AND 11.1110.11. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S 'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR 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. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S 'S SURVIVING OBLIGATIONS UNDER SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6 AND 11.1110.11. Initials: Seller BuyerSeller_______ Buyer _______

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6 AND 11.1110.11. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S 'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR 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. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S 'S SURVIVING OBLIGATIONS UNDER SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6, AND 11.1110.11. Initials: Seller 87 Buyer

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6 AND 11.1110.11. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR 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. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.53.4, 4.63.5, 4.73.6, 10.7 9.6 AND 11.1110.11. Initials: Seller Buyer

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.53.4, 4.63.5, 4.79.6, 10.7 AND 11.1110.13 and 10.19. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR 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. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.53.4, 4.63.5, 4.79.6, 10.7 AND 11.1110.13 and 10.19. Initials: Seller Buyer__________Buyer __________

Buyer Default; Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO CLOSE THE SALE IS NOT CONSUMMATED DUE TO PURCHASE OF THE PROPERTY FOR ANY DEFAULT BY REASON OTHER THAN A SELLER DEFAULT, BUYER’S DISAPPROVAL OF ANY CONTINGENCY, THE FAILURE OF A BUYER HEREUNDERCONDITION PRECEDENT, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE OR BUYER’S EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS OF THIS AGREEMENT, AND RELEASE BUYER FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH DEFAULT FROM ANY SELLER, THEN, UPON DEMAND BY SELLER, THE DEPOSIT SHALL BE PAID TO AND ALL LIABILITY HEREUNDER, EXCEPT RETAINED BY SELLER AS PROVIDED IN SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT IS A REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. IN ANY AND ALL ACTIONS BROUGHT PURSUANT TO OR TO ENFORCE BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, IT SHALL BE CONCLUSIVELY PRESUMED THAT THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS ABOVE-DESCRIBED LIQUIDATED DAMAGES PROVISION. SHALL BE THE FOREGOING IS NOT INTENDED TO LIMIT SOLE REMEDY OF SELLER IN THE EVENT OF BUYER’S SURVIVING OBLIGATIONS DEFAULT HEREUNDER AND IT SHALL NOT BE PROPER UNDER SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. Initials: Seller BuyerANY CIRCUMSTANCES THAT BUYER’S OBLIGATION TO PURCHASE THE PROPERTY BE SPECIFICALLY ENFORCED.