Common use of Buyer Default Clause in Contracts

Buyer Default. If the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Agreement, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (ai) this Agreement shall terminate; (bii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date)as liquidated damages; and (div) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest Deposit represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date)as liquidated damages; and (dc) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest Deposit represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with (not including any interest and earnings earned thereon thereon) shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement; provided, however, that this provision will not waive or affect Buyer’s indemnity obligations under this Agreement or Seller’s rights to enforce those indemnity obligations, nor waive or affect any of the Buyer’s other obligations under this Agreement to be performed after the Closing or Seller’s right to enforce those obligations. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not consummated because in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and, provided the deposit contemplated by Paragraph 18 of the Purchase and Sale Agreement, as amended from time to time, has not been posted by Buyer, to receive liquidated damages equal to five percent (5%) of the Purchase Price on or prior to the Closing Date as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default, that such liquidated damages are intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s right to Terminate this Agreement is Seller’s sole and exclusive remedy in the event of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to: (1) any right to s▇▇ Buyer for damages, recovery of all costs and expenses and reasonable attorney’s fees incurred by (2) any right to s▇▇ Buyer for specific performance, or (3) any other right or remedy which Seller after may otherwise have against Buyer, either at law, or equity or otherwise. To the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree extent that Seller’s right Related Party is entitled to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property deposit in accordance with the Purchase and Sale Agreement, Seller shall not be able to receive any damages hereunder for Buyer’s breach of the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreementhereof.

Buyer Default. If In the sale contemplated hereby is not consummated because event Buyer breaches or fails, without legal excuse to complete the purchase of a default by Buyer in its obligation the Properties or to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all perform any of its other material obligations in accordance with under this Agreement, then: and such failure continues for ten (a10) Business Days after written notice from Sellers to Buyer regarding the same (provided that such ten (10) Business Day period shall not be applicable in connection with a failure by Buyer to perform any of its obligations on the scheduled Closing Date or with respect to any repetitive breaches by Buyer of any provision of this Agreement), then Sellers shall, as their sole remedy therefor, be entitled to terminate this Agreement and receive the Deposit, plus all interest earned and accrued thereon, as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Sellers against Buyer by reason of such default (other than with respect to the indemnification and restoration obligations of Buyer contained herein). Thereupon this Agreement shall terminate; (b) terminate and the Deposit parties shall be paid to relieved of all further obligations and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (liabilities hereunder, except as expressly set forth herein, including, but not limited to, recovery of all costs Buyer’s indemnification and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreementrestoration obligations. Buyer and Seller Sellers acknowledge that the damages to Seller in the event of a Sellers resulting from Buyer’s breach of this Agreement by Buyer would be difficult or impossible difficult, if not impossible, to determineascertain with any accuracy, and that the liquidated damage amount of the deposit plus interest set forth in this Section 10.1 represents the both parties’ best efforts to approximate such potential damages. In the event Buyer breaches Buyer’s indemnification and most accurate estimate of the restoration obligations hereunder, then Buyer shall be liable to Sellers for actual damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as Sellers on account of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time Buyer’s breach of such breach. Buyer obligations, and Seller agree that Seller’s right to retain the Deposit together with shall in no event be liable for any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance consequential or punitive damages on account of any provisions of this Agreementsuch breach.

Buyer Default. If Buyer defaults in the sale observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and, provided the deposit contemplated hereby by Paragraph 18 of the Purchase and Sale Agreement, as amended from time to time, has not been posted by Buyer, to receive liquidated damages equal to five percent (5%) of the Purchase Price on or prior to the Closing Date as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer 's default, that such liquidated damages are intended not consummated because as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of a the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller's actual damages which would be suffered by Seller in the event of default by Buyer in its Buyer. Except with respect to any right, obligation to purchase the Property in accordance with the terms or liability which survives Closing or termination of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, Seller's right to Terminate this Agreement shall terminate; (b) is Seller's sole and exclusive remedy in the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations event of default under this Agreement by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and : (d1) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action sue Buyer for damages, (2) any right to sue Buyer for specific performance of perfor▇▇▇ce, or (3) any provisions of this Agreementother right or remedy ▇▇▇ch Seller may otherwise have against Buyer, either at law, or equity or otherwise.

Buyer Default. If the sale contemplated hereby is not consummated because of a either: (a)_a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement or (b) a failure of a condition to Seller’s performance set forth in Section 5.5 which has not been waived by Seller and the failure of which was caused by the willful conduct of Buyer, in each case after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit and all interest earned thereon shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date)as liquidated damages; and (dc) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement, including without limitation, Buyer’s obligation of indemnity under Section 3.1 above; provided, however, that this provision will not limit Seller’s right to receive reimbursement for attorney’s fees pursuant to Section 9.8 below in connection with any legal proceedings instituted by either party or Escrow Agent with respect to the enforcement of this Agreement, nor waive or affect Buyer’s indemnity obligations under this Agreement or Seller’s rights to enforce those indemnity obligations, nor waive or affect any of Buyer’s other obligations under this Agreement to be performed after the Closing or Seller’s rights to enforce those obligations. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit Deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.. Initials: Buyer Seller

Buyer Default. If In the sale contemplated hereby is not consummated because event Buyer breaches or fails to complete the purchase of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement, then, except as otherwise expressly set forth in this Agreement, Seller shall, as its sole remedy therefor, be entitled to receive the Deposit as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Seller against Buyer by reason of such default, upon receipt of which this Agreement (including, but not limited to, recovery shall terminate and the parties shall be relieved of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other and liabilities hereunder, except those which survive the termination of this Agreementas expressly set forth herein. Buyer and Seller acknowledge that the damages to Seller resulting from Buyer’s breach would be difficult, if not impossible, to ascertain with any accuracy, and that the liquidated damage amount set forth in this Section 10.1 represents both parties’ best efforts to approximate such potential damages. Provided that Seller is not in default under this Agreement, if Seller terminates this Agreement pursuant to a right given to it hereunder and Buyer files any lis pendens or other form of attachment against the event Property), then Buyer (and any permitted assignee of a breach Buyer’s interest hereunder) shall be liable for all loss, cost, damage, liability or expense incurred by Seller by reason of such filing. Notwithstanding anything contained herein to the contrary, Buyer acknowledges that Buyer’s indemnification obligations which are expressly stated herein to survive the Closing or termination of this Agreement are and shall not be limited by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate submission or forfeiture of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this AgreementDeposit.

Buyer Default. If (a) This Agreement may be terminated by Seller prior to the sale contemplated hereby Closing if (i) any of the conditions precedent to Seller’s obligations set forth in Section 5.1 have not been satisfied or waived by Seller on or prior to the Closing Date or (ii) there is not consummated because of a material breach or default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all any of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement which breach continues beyond the earlier of (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after x) the Effective Date); Closing Date and (dy) ten days after Buyer’s receipt of notice of such default. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (i) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (ii) as set forth in Section 13.1(c). In addition, unless Section 13.1(c) applies, Escrow Agent shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer. (c) In the event Seller terminates this Agreement, as a result of a material breach or default by Buyer in any of its obligations under this Agreement, the Escrow Agent shall immediately disburse the ▇▇▇▇▇▇▇ Money to Seller as liquidated damages and as Seller’s sole and exclusive remedy therefor, and upon such disbursement Seller and Buyer shall have no further obligations to each other under this Agreement, except those which expressly survive the termination of this Agreementsuch termination. Buyer and Seller hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Seller as a result of such default by Buyer, and agree that the damages ▇▇▇▇▇▇▇ Money is a reasonable approximation thereof and a reasonable liquidated damage to Seller upon such default by Buyer. Accordingly, in the event of a breach of that Buyer breaches this Agreement by Buyer would materially defaulting in the performance of any of its obligations under this Agreement, the ▇▇▇▇▇▇▇ Money, shall constitute and be difficult or impossible deemed to determinebe the agreed and liquidated damages of Seller, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be paid by the Escrow Agent to Seller as Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreementexclusive remedy hereunder.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not consummated because in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and, provided the deposit contemplated by Paragraph 18 of the Purchase and Sale Agreement, as amended from time to time, has not been posted by Buyer, to receive liquidated damages equal to five percent (5%) of the Purchase Price on or prior to the Closing Date as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer's default, that such liquidated damages are intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller's actual damages which would be suffered by Seller in the event of default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller's right to Terminate this Agreement is Seller's sole and exclusive remedy in the event of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to: (1) any right to ▇▇▇ Buyer for damages, recovery of all costs and expenses and reasonable attorney’s fees incurred by (2) any right to ▇▇▇ Buyer for specific performance, or (3) any other right or remedy which Seller after may otherwise have against Buyer, either at law, or equity or otherwise. To the Effective Date); and (d) Seller and Buyer shall have no further obligations extent that Seller's Related Party is entitled to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the Purchase and Sale Agreement, Seller shall not be able to receive any damages hereunder for Buyer's breach of the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreementhereof.

Buyer Default. If the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of defaults under this Agreement after the Approval Date, and such default continues for fifteen (15) days following written notice from Seller has performed or tendered performance (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer at any time prior to the cure of all of its material obligations in accordance with this Agreementany such default, then: (a) this Agreement shall terminate; (b) be terminated and of no effect, in which event the Deposit Deposit, including any interest thereon, shall be paid to and retained by the Seller ; (c) Buyer will reimburse Seller for as Seller’s actual out-of-pocket expenses incurred sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default (damages for such default being extremely difficult or impractical to perform its obligations under this Agreement (includingascertain, but not limited tothe parties acknowledging that the Deposit, recovery of together with all costs and expenses and interest earned thereon, bears a reasonable attorney’s fees incurred relationship to the damages which the parties estimate may be suffered by Seller after by reason of such a failure of Closing to occur, and the Effective Datedeposit and interest is not an amount which is unreasonable under the circumstances existing at the time this agreement is made (Buyer acknowledging and agreeing that Buyer has fully considered the provisions of this Section 19.1 and such circumstances prior to entering into this agreement and has consulted with Buyer’s counsel with respect thereto); ) and (d) both Buyer and Seller and Buyer shall have no further thereupon be released from all obligations to each other hereunder except for those which that explicitly survive the any termination of this Agreement. Buyer and Seller acknowledge that Notwithstanding the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any foregoing provisions of this AgreementSection 19.1, in addition to the payment of the Deposit, Seller shall be entitled to payment of reasonable costs of enforcement actually incurred by Seller to the extent payable pursuant to Section 16.9.

Buyer Default. If Except as set forth hereinbelow, if Buyer defaults in the sale contemplated hereby is not consummated because observance or performance of its covenants and obligations hereunder, or in the event of any breach by Buyer of any of the representations and warranties set forth in Paragraph 8.5, and such default or breach continues for five (5) Business Days after the date Seller gives notice demanding cure thereof, or if Buyer defaults in the observance or performance of its covenants and obligations under any of the Related Contracts beyond any cure period afforded to Buyer pursuant to the terms thereof, Seller shall be entitled, as its sole and exclusive remedy therefor, to Terminate this Agreement by notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages for such default or breach of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default or breach, that it is impossible more precisely to estimate the damages to be suffered by Buyer Seller upon Buyer’s default or breach, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in its the event of default or breach by Buyer. Except with respect to any right, obligation to purchase the Property in accordance with the terms or liability which survives Closing or termination of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, and except as set forth in Paragraph 14.17, Seller’s right to Terminate this Agreement shall terminate; (b) and receive payment of the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for as full liquidated damages, are Seller’s actual out-of-pocket expenses incurred sole and exclusive remedies in the event of default or breach hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to perform its obligations under the express provisions of this Agreement (Agreement), including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and : (dA) Seller and any right to ▇▇▇ Buyer shall have no further obligations for damages or to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree prove that Seller’s right to retain actual damages exceed the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedywhich is hereby provided Seller as full liquidated damages, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives (B) any right to an action ▇▇▇ Buyer for specific performance of performance, or (C) any provisions of this Agreementother right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise, including, without limitation, the right to seek and/or receive consequential damages.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages for such default of Buyer (and Escrow Agent shall deliver such payment within five (5) Business Days after such demand of Seller), the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the Deposit is intended not consummated because as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of a the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of default by Buyer in its Buyer. Except with respect to any right, obligation to purchase the Property in accordance with the terms or liability which survives Closing or termination of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, Seller’s right to Terminate this Agreement shall terminate; (b) and receive payment of the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for as full liquidated damages, are Seller’s actual out-of-pocket expenses incurred sole and exclusive remedies in the event of default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to perform its obligations under the express provisions of this Agreement (Agreement), including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and : (d1) Seller and any right to ▇▇▇ Buyer shall have no further obligations for damages or to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree prove that Seller’s right to retain actual damages exceed the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedywhich is hereby provided Seller as full liquidated damages, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives (2) any right to an action ▇▇▇ Buyer for specific performance of performance, or (3) any provisions of this Agreementother right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise.

Buyer Default. If Buyer defaults in the sale contemplated hereby performance of any of its obligations undertaken in this Agreement, and should such default continue for a period of ten (10) Business Days after the date on which Buyer receives Seller Parties’ written notice of default, then Seller Parties shall be entitled, as their sole and exclusive remedy, to be exercised only jointly by them, to either: (i) if Buyer is not consummated because of a willing to proceed with Closing, waive such default by Buyer in its obligation and proceed to purchase the Property Closing in accordance with the terms of this Agreement after Seller has performed and provisions hereof; or tendered performance of all of its material obligations in accordance with (ii) terminate this Agreement, then: in which event Seller shall be entitled to receive all of the Deposit as liquidated damages as and for Seller Parties’ sole and exclusive remedy. Upon such termination, neither Buyer, Seller Parties nor Tenant shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller Parties and Buyer agree that (a) this Agreement shall terminate; actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) the Deposit shall be paid amount specified as liquidated damages is not disproportionate to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered and the costs that would be incurred by a Seller if Party as a result of having withdrawn the transaction should fail Properties from the market, and (c) Buyer desires to close and that such estimate is reasonable limit its liability under this Agreement to the circumstances existing as amount of the date of this Agreement and under Deposit paid in the circumstances that Seller and event Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right fails to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreementcomplete Closing. Seller Parties hereby waives waive any right to an action recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer. In no event under this Section or otherwise shall Buyer be liable to Seller Parties for specific performance of any provisions of this Agreementpunitive, speculative or consequential damages.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, Seller shall be entitled, as its sole and exclusive remedy at law and/or in equity hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages for such default of Buyer (and Escrow Agent shall deliver such payment within five (5) Business Days after such demand of Seller), the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the Deposit is intended not consummated because as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of a the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of default by Buyer in its Buyer. Except with respect to any right, obligation to purchase the Property in accordance with the terms or liability which survives Closing or termination of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, Seller’s right to Terminate this Agreement shall terminate; (b) and receive payment of the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for as full liquidated damages, are Seller’s actual out-of-pocket expenses incurred sole and exclusive remedies in the event of default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to perform its obligations under the express provisions of this Agreement (Agreement), including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and : (d1) Seller and any right to ▇▇▇ Buyer shall have no further obligations for damages or to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree prove that Seller’s right to retain actual damages exceed the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. which is hereby provided Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.as full liquidated damages,

Buyer Default. If (a) This Agreement may be terminated by Seller if prior to the sale contemplated hereby Closing (i) any of the conditions precedent to Seller’s obligations set forth in Section 5.1 have not been satisfied or waived by Seller on or prior to the Closing Date or (ii) there is not consummated because of a material breach or default by Buyer in the performance of any of its obligation obligations under this Agreement of which Seller has provided Buyer written notice and Buyer has failed to purchase cure by the Property earlier of ten (10) Business Days after such notice and the Closing Date; provided that Buyer shall not be entitled to such notice and opportunity to cure for failure to pay the Purchase Price and acquire the Assets on the Closing Date and provided further that Seller may not terminate this Agreement if, on the Closing Date, there exists a default by Seller under this Agreement. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (i) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (ii) as set forth in Section 13.1(c). (c) In the event Seller terminates this Agreement as a result of a material breach or default by Buyer in any of its obligations under this Agreement, the Escrow Agent shall immediately disburse the E▇▇▇▇▇▇ Money, as applicable, to Seller, in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to Section 15.4 hereof and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) upon such disbursement Seller and Buyer shall have no further obligations to each other under this Agreement, except those which expressly survive such termination. Buy▇▇ ▇▇d Seller hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the termination actual damage sustained by Seller as a result of this Agreement. Buyer and Seller acknowledge such default by Buy▇▇, ▇nd agree that the damages to Seller E▇▇▇▇▇▇ Money is a reasonable approximation thereof. Accordingly, in the event of a breach of that Buyer breaches this Agreement by Buyer would materially defaulting in the performance of any of its obligations under this Agreement, and if Seller terminates this Agreement, the E▇▇▇▇▇▇ Money, as applicable, shall constitute and be difficult or impossible deemed to determinebe the agreed and liquidated damages of Seller, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be paid by the Escrow Agent to Seller as Seller’s sole remedyand exclusive remedy hereunder; provided, at law and in equityhowever, for the foregoing shall not limit Buyer’s failure obligation to purchase pay Seller all reasonable attorney’s fees and costs of Seller, if any, to enforce the Property provisions of this Section 13.1. In the event Seller terminates this Agreement as a result of any of the conditions precedent to Seller’s obligations set forth in Section 5.1 not being satisfied or waived by Seller on or prior to the Closing Date (other than those set forth in Sections 5.1(a) – (d) and 5.1(g)), the Escrow Agent shall immediately disburse the E▇▇▇▇▇▇ Money to Buyer in accordance with the terms of Section 15.4 hereof, and upon such disbursement Seller and Buyer shall have no further obligations under this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement, except those which expressly survive such termination.

Buyer Default. If the sale contemplated hereby is not consummated because of a default by Buyer in its obligation shall have refused to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations complete Closing in accordance with this Agreement (other than pursuant to a right granted in this Agreement), then: (a) this Agreement shall terminate; (b) then as Seller’s sole and exclusive remedy, the ▇▇▇▇▇▇▇ Money Deposit shall be paid to Seller by Escrow Agent and the ▇▇▇▇▇▇▇ Money Deposit shall be retained by Seller as liquidated damages and not as a penalty; provided, however, Seller agrees to give Buyer one (c1) written notice of a Buyer will reimburse default and two (2) business days following delivery of such notice to cure such default before Seller for shall be entitled to retain the ▇▇▇▇▇▇▇ Money Deposit; and provided, further, such obligation of Seller to give Buyer such written notice and right to cure shall not be applicable at Closing if Seller shall have satisfied Seller’s actual out-of-pocket expenses incurred conditions precedent to perform its obligations under this Agreement (includingClosing set forth in Section 8(a). The receipt of the ▇▇▇▇▇▇▇ Money Deposit shall be Seller’s sole and exclusive remedy in the event of Buyer’s default hereunder, but not limited toand Seller in such event hereby waives any right, recovery unless Closing is completed, to recover the balance of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Purchase Price or any other amount. Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge agree that the actual damages to Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing ascertain as of the date of this Agreement and under the circumstances that amount of the ▇▇▇▇▇▇▇ Money Deposit is a reasonable estimate thereof. If Seller shall retain the ▇▇▇▇▇▇▇ Money Deposit as liquidated damages, this Agreement shall be and Buyer reasonably anticipate would exist at the time of such breachbecome null and void. Buyer and Seller agree that Nothing in this Section 10 shall limit Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for rights against Buyer or Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. rights against Seller hereby waives any right to an action for specific performance by reason of any provisions indemnity obligations set forth in this Agreement all of which shall survive the termination of this Agreement.

Buyer Default. If Buyer defaults in any of its obligations undertaken in this Agreement or New Operator defaults in any of its obligations undertaken in the sale contemplated hereby OTA, and should such default continue for a period of ten (10) business days after the date on which Buyer receives Seller’s written notice of default, then Seller shall be entitled, as its sole and exclusive remedy, to either: (i) if Buyer is not consummated because of a willing to proceed with Closing, waive such default by Buyer in its obligation and proceed to purchase the Property Closing in accordance with the terms of and provisions hereof (assuming that New Operator also waives any default under the OTA and proceeds with closing thereunder); or (ii) declare this Agreement after to be terminated, in which event Seller has performed or tendered performance of shall be entitled to immediately receive all of its material the ▇▇▇▇▇▇▇ Money as liquidated damages as and for Seller’s sole and exclusive remedy. Upon such termination, neither Buyer nor Seller shall have any further rights, obligations in accordance with this Agreementor liabilities hereunder, then: except as otherwise expressly provided herein. Seller and Buyer agree that (a) this Agreement shall terminate; actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) the Deposit shall be paid amount specified as liquidated damages is not disproportionate to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered and the costs that would be incurred by Seller if as a result of having withdrawn the transaction should fail Properties from the market, and (c) Buyer desires to close and that such estimate is reasonable limit its liability under this Agreement to the circumstances existing as amount of the date of this Agreement and under ▇▇▇▇▇▇▇ Money paid in the circumstances that Seller and event Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right fails to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreementcomplete Closing. Seller hereby waives any right to an action recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted at law or in equity against Buyer. In no event under this Section or otherwise shall Buyer be liable to Seller for specific performance of any provisions of this Agreementpunitive, speculative or consequential damages.

Buyer Default. If Except as set forth herein below, if Buyer defaults in the sale contemplated hereby is not consummated because observance or performance of its covenants and obligations hereunder, or in the event of any breach by Buyer of any of the representations and warranties set forth in Paragraph 8.5, and such default or breach continues for five (5) Business Days after the date Seller gives notice demanding cure thereof, or if Buyer defaults in the observance or performance of its covenants and obligations under any Related Contract beyond any cure period afforded to Buyer pursuant to the terms thereof, Seller shall be entitled, as its sole and exclusive remedy therefor, to Terminate this Agreement by notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages for such default or breach of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default or breach, that it is impossible more precisely to estimate the damages to be suffered by Buyer Seller upon Buyer’s default or breach, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in its the event of default or breach by Buyer. Except with respect to any right, obligation to purchase the Property in accordance with the terms or liability which survives Closing or termination of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, and except as set forth in Paragraph 14.17, Seller’s right to Terminate this Agreement shall terminate; (b) and receive payment of the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for as full liquidated damages, are Seller’s actual out-of-pocket expenses incurred sole and exclusive remedies in the event of default or breach hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to perform its obligations under the express provisions of this Agreement (Agreement), including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and : (dA) Seller and any right to ▇▇▇ Buyer shall have no further obligations for damages or to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree prove that Seller’s right to retain actual damages exceed the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedywhich is hereby provided Seller as full liquidated damages, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives (B) any right to an action ▇▇▇ Buyer for specific performance of performance, or (C) any provisions of this Agreementother right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise, including, without limitation, the right to seek and/or receive consequential damages.

Buyer Default. If (a) prior to Closing Buyer fails to perform any of its obligations or is otherwise in default hereunder, and such failure or default continues for a period of five (5) Business Days after written notice from Seller, then after the expiration of such five (5) Business Day period, if such failure or default causes a material, adverse impact on Seller or the Property, then; or (b) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (ai) this Agreement shall terminate; (bii) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date)as liquidated damages; and (diii) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that that, except as set forth in the last sentence of this Section 6.1, Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement, or if Buyer fails to perform any of its obligations or is otherwise in default hereunder. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. The foregoing provisions of this Section 6.1 will not limit Seller’s right to receive reimbursement for attorney’s fees pursuant to Section 9.8 below in connection with any legal proceedings instituted by either party or Escrow Agent with respect to the enforcement of this Agreement, nor waive or affect Buyer’s indemnity obligations under this Agreement or Seller’s rights to enforce those indemnity obligations, nor waive or affect any of Buyer’s other obligations under this Agreement to be performed after the Closing or Seller’s rights to enforce those obligations; and further provided, however, that in no event shall Buyer be liable post-Closing for any representation or warranty of Buyer which Seller knew to be false prior to Closing.

Buyer Default. If Time shall be of the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms essence of this Agreement after Seller has performed and in the event Buyer fails to comply timely with any of Buyer’s funding obligations under this Agreement relating to the Extension Payment, the Estimated Additional Cost Deposits, or tendered performance the Extension Consideration, fails to provide the Undertaking on or before July 31, 2013, or this transaction fails to close on or before August 16, 2013, due to the default of all Buyer hereunder, Owner’s and Lender’s sole and exclusive remedy shall be to terminate this Agreement by written notice of its material obligations termination given to Buyer, MFG and HMF, in which event the Deposit shall be forfeited by Buyer and the amount equal thereto paid to Lender in accordance with this AgreementSection 16.2. In addition to the Deposit forfeiture, then: Lender shall also be entitled to be paid the Extension Payment as liquidated damages for Buyer’s default. Accordingly, following such default by Buyer (a1) MFG shall deliver to Lender all or a portion of the Extension ▇▇▇▇▇▇▇ Money and any other sums held in escrow by MFG, if any, not to exceed Seller’s Default Compensation, and (2) HMF shall utilize the original stamped copy of this Agreement duly marked “canceled” together with the Original Transfer Tax Receipt to invoke the Unwind Procedure and, upon recovery of the Stamp Duty and Tax Refund, (i) Lender shall terminate; be paid an amount equal to Seller’s Default Compensation less amounts paid to Lender under clause (b1) of this Section 16.2, (ii) the Deposit balance of the Stamp Duty and Tax Refund not required to be paid to Lender as aforesaid shall be paid to Buyer, and retained (iii) no Party shall thereafter have any liability hereunder to any other Party (except as expressly stated otherwise in this Agreement). Lender’s right to receive the Extension Payment contemplated by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred this Section 16.2 as liquidated damages is not intended to perform its obligations under this Agreement (includingbe a penalty, but not limited torather has been agreed upon by the Parties, recovery taking into account the forfeiture of all costs and expenses and reasonable attorney’s fees incurred the Deposit, because actual damages that will be sustained by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination Lender and/or Owner as a result of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement such default by Buyer would be extremely difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.”

Buyer Default. If In the sale contemplated hereby is event this transaction fails to close on the Closing Date due to the default of Buyer hereunder, and Owner has satisfied all its obligations under this Agreement, Owner’s and Lender’s sole and exclusive remedy shall be to terminate this Agreement by written notice of termination given to Buyer, MFG and HMF, in which event (a) if Buyer’s default occurs prior to the payment by HMF of the Assessed Amounts pursuant to Section 1.3(b)(vii) above, then MFG shall (i) pay to Lender from the Deposit a sum equal to the ▇▇▇▇▇▇▇ Money amount, (ii) the balance of funds from the Deposit then held by MFG not consummated because of a paid to Lender as aforesaid shall be paid by MFG to Buyer, and (iii) no Party shall thereafter have any liability hereunder to the other Party (except as expressly stated otherwise in this Agreement), and (b) if Buyer’s default by Buyer in its obligation occurs after HMF has paid the Assessed Amounts pursuant to purchase Section 1.3(b)(vii) above, HMF shall utilize the Property in accordance with the terms original stamped copy of this Agreement after Seller has performed or tendered performance duly marked “cancelled” together with the Original Transfer Tax Receipt to invoke the Unwind Procedure and, upon recovery of all of its material obligations the Stamp Duty and Tax Refund, (i) Lender shall be paid as liquidated damages, Seller’s Liquidated Damages Amount as provided in accordance with this AgreementSection 12.3 above, then: (a) this Agreement shall terminate; (bii) the balance of funds from the Deposit then held by MFG, if any, together with the balance of the Stamp Duty and Tax Refund not paid to Lender as aforesaid shall be paid to Buyer, and retained (iii) no Party shall thereafter have any liability hereunder to the other Party (except as expressly stated otherwise in this Agreement). Lender’s liquidated damages contemplated by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred this Section 16.2 are not intended to perform its obligations under this Agreement (includingbe a penalty, but not limited to, recovery rather have been agreed upon by the Parties because actual damages that will be sustained by Lender and/or Owner as a result of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination such fault of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be extremely difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.

Buyer Default. If Closing fails to occur on the sale contemplated hereby Closing Date because Buyer fails to perform any of its material obligations, or if Buyer is not consummated because of a in material default by hereunder, or Buyer materially defaults in its obligation to purchase the Property in accordance with the terms of this Agreement Agreement, after each Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: , provided that the Sellers shall have delivered notice of such material failure or material default to Buyer, and Buyer shall not have remedied or cured such material failure or material default within ten (a10) Business Days after receipt of such notice (or, if Buyer is not reasonably able to effectuate such remedy or cure within such ten (10) Business Day period, such longer period, not to exceed thirty (30) days in the aggregate for all such material defaults), in which event the Closing Date shall be automatically extended (without the need for any action on the part of Buyer or the Sellers) to the Business Day after the earlier of the date Buyer remedies or cures such material default in all material respects or the expiration of such ten (10) Business Day (or longer as aforesaid) period), (i) this Agreement shall terminate; (bii) the Deposit (and any and all interest thereon) shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date)Sellers as liquidated damages; and (diii) Seller the Sellers and Buyer shall have no further obligations to each other under this Agreement except those provisions which expressly survive the termination of this Agreement. Buyer and Seller the Sellers acknowledge that the damages to Seller the Sellers in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest Deposit represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller the Sellers if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller the Sellers and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller the Sellers agree that Seller’s the Sellers’ right to retain the Deposit together with any (and interest and earnings earned thereon thereof) shall be Seller’s the Sellers’ sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller The Sellers hereby waives waive any right to an action for specific performance of any provisions of this Agreement.

Buyer Default. If Buyer defaults under this Agreement at or prior to the sale contemplated hereby is not consummated because of a default Applicable Closing Date by Buyer in its obligation failing to purchase complete the Property Applicable Closing in accordance with the terms of this Agreement or in any other material respect which remains uncured after five (5) days written notice from Seller has performed or tendered performance to Buyer identifying such default, then if such default relates to a particular Seller’s Property, the portion of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit relating to such Property shall immediately be paid to and the Seller of such Property thereof by the Escrow Agent. The amounts received by such Seller shall be retained by Seller ; (c) Buyer will reimburse Seller for it as liquidated damages and not as a penalty. The retention of such amounts shall be such Seller’s actual out-of-pocket expenses incurred sole remedy in the event of Buyer’s default at or prior to perform its obligations under this Agreement (includingthe Applicable Closing Date, but not limited toand such Seller in such event hereby waives any right, recovery unless the Applicable Closing is completed, to recover the balance of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Allocated Purchase Price. Each Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge agree that the actual damages to such Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing ascertain as of the date of this Agreement and under the circumstances that amounts to be paid to such Seller and Buyer reasonably anticipate would exist at hereunder is a reasonable estimate thereof. Upon payment of the time of sums provided in this Section 15(a) to such breach. Buyer and Seller agree that as liquidated damages, such Seller’s Property shall become Excluded Property hereunder. If Buyer’s default does not relate to a particular Seller’s Property then the foregoing shall apply to each and every Seller with respect to its Property and this Agreement shall, upon the payments by Buyer to Seller specified herein, be terminated in full. The foregoing notwithstanding, no right to retain cure shall extend the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this AgreementApplicable Closing Date.

Buyer Default. If the sale contemplated hereby is not consummated because Closing fails to occur on or before the Closing Date by reason of a Buyer’s breach of or default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with under this Agreement, then: and any such circumstance continues for five (5) Business Days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement shall terminate; (b) by written notice to Buyer, promptly after which the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (includingas liquidated damages and, but not limited tothereafter, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer parties shall have no further rights or obligations to each other hereunder except those for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction. Buyer and Seller acknowledge and agree that the retention of the Deposit by Seller is not a penalty, it being agreed between the parties hereto that the actual damages to Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical to determine, that ascertain and the amount of the deposit plus interest represents Deposit is a reasonable estimate thereof. Except in connection with the parties’ best and most accurate estimate indemnification obligations of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement Buyer hereunder and under the circumstances that Seller Closing Documents and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. payment obligations under Section 15.19, Seller hereby waives and releases any right to an action (and hereby covenants that it shall not) ▇▇▇ Buyer: (a) for specific performance of any provisions of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Deposit. Buyer hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of the Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Buyer Default. 6.1.1 If Closing fails to occur on the sale contemplated hereby Closing Date because Buyer fails to perform any of its material obligations or is not consummated because otherwise in material default under any of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Buyer’s obligations under Section 5.6, and Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: , provided that Seller shall have delivered notice of such material failure or material default to Buyer, and Buyer shall not have remedied or cured such material failure or material default within ten (a10) Business Days after receipt of such notice, in which event the Closing Date shall be automatically extended (without the need for any action on the part of Buyer or Seller) to the Business Day after the earlier of the date Buyer remedies or cures such material default in all material respects or the expiration of such ten (10) Business Day period, (i) Seller shall have the right (but not the obligation) to terminate this Agreement shall terminateupon written notice of such termination to Buyer; (bii) the Deposit (and any and all interest thereon) shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform as liquidated damages as its obligations under this Agreement (including, but not limited to, recovery of all costs sole and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date)exclusive remedy; and (diii) Seller and Buyer shall have no further obligations to each other under this Agreement except those provisions which expressly survive the termination of this Agreement. Notwithstanding anything in this Section 6.1.1 to the contrary, Buyer shall not have any cure period, and Seller acknowledge that the damages will not be required to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible deliver any notice to determineBuyer, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail with respect to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase perform on the Property Closing Date due to Buyer’s failure to deliver into Escrow the balance of the Purchase Price owed by Buyer as of the Closing Date and/or Buyer’s failure to deliver its required, executed signature pages to the closing documents, and in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance case of any such failure on the part of Buyer (i) Seller shall have the immediate right (but not the obligation) to terminate this Agreement upon written notice of such termination to Buyer; (ii) the Deposit (and any and all interest thereon) shall be paid to and retained by Seller as liquidated damages as its sole and exclusive remedy; and (iii) Seller and Buyer shall have no further obligations to each other under this Agreement except those provisions which expressly survive the termination of this Agreement.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not consummated because in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of a default by Buyer in its obligation such termination and to purchase receive (x) if such termination election is made on or prior to the Property Closing Deadline, liquidated damages equal to five percent (5%) of the Purchase Price with respect to the allocated value of all Hotels (taking into account any reduction to such Purchase Price in accordance with Paragraph 9.1 or otherwise provided for herein); or (y) if such election is made at any time after the terms initial Closing, five percent (5%) of this Agreement after the Purchase Price allocated to the Austin, TX InterContinental Hotel, as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller has performed upon Buyer's default, that such liquidated damages is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or tendered performance impossible to estimate Seller's actual damages which would be suffered by Seller in the event of all default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of its material obligations in accordance with this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, Seller's right to Terminate this Agreement shall terminate; and receive full liquidated damages, are Seller's sole and exclusive remedies in the event of default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (b) except any that survive Closing or termination pursuant to the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under express provisions of this Agreement (Agreement), including, but not limited to: (1) any right to sue Buyer for damages or to prove that Seller's actual damages exceed ▇▇e amount of liquidated damages set forth above which is hereby provided Seller as full liquidated damages, recovery of all costs and expenses and reasonable attorney’s fees incurred by (2) any right to sue Buyer for specific performance, or (3) any other right or remedy ▇▇▇ch Seller after may otherwise have against Buyer, either at law, or equity or otherwise. Notwithstanding anything contained herein to the Effective Date); and (d) Seller and contrary, if Buyer shall have no further obligations to each other except those which survive has made the termination of this Agreement. Buyer Deposit hereunder and Seller acknowledge that the damages to Seller in the event of a breach of Terminates this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with clause (x) of the terms first sentence hereof, then Seller shall be able to receive as its sole remedy payment of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreementthe Deposit as full liquidated damages.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not consummated because in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive (x) if such termination election is made on or prior to the initial Closing, liquidated damages equal to five percent (5%) of the Purchase Price with respect to the allocated value of all Hotels (taking into account any reduction to such Purchase Price in accordance with Paragraph 9.1 or otherwise provided for herein); or (y) if such election is made at any time after the initial Closing, five percent (5%) of the Purchase Price allocated to the Austin, TX InterContinental Hotel, as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer's default, that such liquidated damages is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller's actual damages which would be suffered by Seller in the event of default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller's right to Terminate this Agreement and receive full liquidated damages, are Seller's sole and exclusive remedies in the event of a default hereunder by Buyer in its obligation Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to purchase the Property in accordance with the terms express provisions of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement), then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to: (1) any right to sue Buyer for damages or to prove that Seller's actual damages exceed ▇▇▇ amount of liquidated damages set forth above which is hereby provided Seller as full liquidated damages, recovery (2) any right to sue Buyer for specific performance, or (3) any other right or remedy w▇▇▇h Seller may otherwise have against Buyer, either at law, or equity or otherwise. Notwithstanding anything contained herein to the contrary, if Buyer has made the Deposit hereunder and Seller Terminates this Agreement in accordance with clause (x) of all costs and expenses and reasonable attorney’s fees incurred by the first sentence hereof, then Seller after shall be able to receive as its sole remedy payment of the Effective Date); and (d) Seller and Buyer Deposit as full liquidated damages. The provisions of this Paragraph 12.1 shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreementhereof.

Buyer Default. If the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then, upon written notice from Seller to Buyer: (ai) this Agreement shall terminate; (bii) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date)as liquidated damages; and (diii) Seller and Buyer shall have no further obligations to each other other, except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of such a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest Deposit represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breachdefault. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this AgreementAgreement after Seller has performed. Seller hereby waives any right to an action to specifically enforce the purchase of the Property. Nothing herein shall limit, or be interpreted to limit in any manner whatsoever: (i) Buyer’s indemnity obligations pursuant to this Agreement; or (ii) Seller’s right to enforce or seek damages against Buyer for specific performance breach of any provisions covenant of Buyer pursuant to this Agreement, except for an action to specifically enforce purchase of the Property; (iii) Seller’s right to receive reimbursement of attorneys’ fees pursuant to Section 9.8, infra; or (iv) Seller’s right to waive any of Buyer’s obligations under this Agreement to be performed after Closing, or Seller’s right to enforce those obligations.

Buyer Default. If (i) any representation or warranty of Buyer set forth in this Agreement shall prove to be untrue or incorrect in any respect, (ii) Buyer shall fail to keep, observe, perform, satisfy or comply with, fully and completely, any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions required by this Agreement to be kept, observed, performed, satisfied or complied with by Buyer, or (iii) the purchase and sale contemplated hereby of the Property is otherwise not consummated because in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Buyer under this Agreement (the matters described in the foregoing clauses (i), (ii), and (iii) are herein sometimes collectively called “Buyer Defaults”), Seller shall be entitled to terminate this Agreement and, upon such termination, the Deposit shall be delivered to Seller by the Escrow Agent as full liquidated damages for such default. Seller and ▇▇▇▇▇ acknowledge that Seller’s actual damages in the event of a default by Buyer under this Agreement will be difficult to ascertain, that such liquidated damages represent the Seller’s and ▇▇▇▇▇’s best estimate of such damages, and that Seller and Buyer believe such liquidated damages are a reasonable estimate of such damages. Seller and ▇▇▇▇▇ expressly acknowledge that the foregoing liquidated damages are intended not as a penalty, but as full liquidated damages in its obligation to purchase the event of Buyer’s default and as compensation for Seller’s taking the Property off the market during the term of this Agreement. Notwithstanding anything to the contrary stated herein, nothing in accordance with this Section 14(a) is intended to nor shall limit the terms remedies available to Seller at law or in equity relating to a default of any repair, indemnification, hold harmless and defend obligations of Buyer set forth in Section 5(a) of this Agreement after Seller has performed or tendered performance any other obligation of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid Buyer which is expressly provided to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the Closing or termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach The provisions of this Agreement by Buyer would be difficult Section 14(a) shall survive the Closing or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions earlier termination of this Agreement.

Buyer Default. If Buyer defaults in the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed observance or tendered performance of all of its material covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages for such default of Buyer (and Escrow Agent shall deliver such payment within five (5) Business Days after such demand of Seller), the parties hereto acknowledging the difficulty of ascertaining the actual damages in accordance the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, Seller’s right to Terminate this Agreement shall terminate; (b) and receive payment of the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for as full liquidated damages, are Seller’s actual out-of-pocket expenses incurred sole and exclusive remedies in the event of default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to perform its obligations under the express provisions of this Agreement (Agreement), including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and : (d1) Seller and any right to ▇▇▇ Buyer shall have no further obligations for damages or to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree prove that Seller’s right to retain actual damages exceed the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedywhich is hereby provided Seller as full liquidated damages, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives (2) any right to an action ▇▇▇ Buyer for specific performance of performance, or (3) any provisions of this Agreementother right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise.

Buyer Default. If i) In the sale contemplated event Buyer, other than for reasons due to a Force Majeure Event, (i) shall fail to obtain the permits or approvals necessary to undertake the Development Work, or (ii) shall fail to caused to be prepared any plans necessary to undertake the Development Work or (iii) shall fail to timely cure a Defect which Buyer is required to cure pursuant to Section 5 or (iv) shall cease construction of the Development Work for more than thirty (30) consecutive days, or (v) shall fail to pay contractors after the funding to Buyer of a draw under the Security, then Buyer shall be in default under this Agreement (a "Construction Default"). Upon the occurrence of a Construction Default, Seller shall provide Buyer with written notice of such Construction Default and Buyer shall have ten (10) days following receipt of such notice or such longer period as is necessary to cure such Construction Default if Buyer shall commence to cure such Construction Default within said ten (10) day period and shall diligently pursue the cure of such Construction Default, provided, however, in no event shall the cure period be in excess of sixty (60) days in the aggregate. In the event Buyer fails to cure such Construction Default within said period, then, Seller, at its option, may undertake to complete the Development Work (the "Self-Help Right"). In the event Seller shall exercise the Self-Help Right, Seller shall be entitled, in accordance with the Escrow Agreement, to have the costs of the Social Club Work and the Entry Work paid from the Security and in accordance with the Trust Agreements, to have the costs of the Wetlands Work and Road Work paid from the Trust Accounts. Buyer shall remain liable, notwithstanding the Construction Default, for any cost overruns in connection with Seller's completion of the Development Work. ii) In the event Buyer shall fail to undertake its obligations under Section 6(b) in a timely manner, and such failure continues for thirty (30) days subsequent to receipt by Buyer of written notice of such failure from Seller, then Buyer shall be in default under this Agreement (a "Buyer Conveyance Default"). Upon the occurrence of a Buyer Conveyance Default, Seller shall have the right to execute any and all documents and instruments necessary to cure the Buyer Conveyance Default. In furtherance of the remedy above, Buyer hereby constitutes and appoints Seller as Buyer's agent and attorney-in-fact to execute such documents and instruments as are needed to cure the Buyer Conveyance Default and Buyer hereby ratifies and confirms all of the acts and doings of Seller as Buyer's agent and attorney-in-fact. Seller's agency and power as attorney-in-fact hereunder are coupled with an interest, cannot be revoked by insolvency, incompetency, death or otherwise, and shall not be exhausted until all of the conveyances required to be undertaken by Buyer pursuant to Section 6(b) are completed. Notwithstanding the foregoing, the power of attorney granted Seller herein may not be utilized by Seller to in any way increase the liabilities or reduce the rights of Buyer under this Agreement or any related agreements. The exercise of the power of attorney herein granted Seller is not consummated because merely to ministerially implement the provisions of Section 6(b). iii) In addition to the foregoing rights and remedies, upon a default by Buyer hereunder, which continues for fifteen (15) days subsequent to the delivery of a written notice from Seller to Buyer of such default, Seller may exercise any other right or remedy allowed at law or in its obligation equity. iv) The remedies set forth in Section 8(a)(i) - (iii) above are the sole and exclusive remedies for a default by Buyer hereunder. The rights and remedies of Seller as set forth herein may be exercised as often as occasion therefor shall arise, it being agreed by Buyer that the exercise or failure to purchase exercise any of the Property same shall in accordance with no event be construed as a waiver or release thereof. In the terms event Seller, as a result of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this AgreementBuyer's default hereunder, then: (a) this Agreement shall terminate; (b) the Deposit seek to recover damages from Buyer, such damage claim shall be paid limited, in all events, to actual damages, exclusive of consequential damages, special damages and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreementpunitive damages.

Buyer Default. If (a) Notwithstanding anything to the sale contemplated hereby contrary contained in this Agreement, if, prior to Closing, Buyer is not consummated because of a in default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after or in breach of any representation or warranty as and when made in this Agreement and Seller has performed knowledge thereof prior to Closing, then Seller shall deliver to Buyer written notice of such default or tendered performance breach, which notice shall describe the nature of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller default or breach and Buyer shall have a period of five (5) days to cure same (provided, however, that Buyer shall not be entitled to any such notice and opportunity to cure for any default under Articles 10, 11, 13 and Article 16). If such default or breach remains uncured beyond the five (5) day period described above, as applicable, or in the event of such default or breach where no further such notice and cure period is permitted as provided above, then, except as provided below in this Section 12.1 and without limiting the other obligations to each other except those which and indemnities under this Agreement that expressly survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedyand exclusive remedy in lieu of all other legal or equitable remedies, Seller shall be entitled to (i) retain the E▇▇▇▇▇▇ Money Deposit and interest earned thereon (net of investment charges) as Seller’s liquidated damages, or (ii) waive the default at law issue in writing and in equity, for Buyer’s failure proceed to purchase close the Property transaction contemplated by this Agreement in accordance with the other terms and provisions of this Agreement. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.2 OF THIS AGREEMENT, NOR SELLER’S RIGHTS AND BUYER’S OBLIGATIONS UNDER ARTICLE 13 AND ARTICLE 16 BELOW AND UNDER THE CONFIDENTIALITY AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. EACH PARTY HEREBY AGREES TO WAIVE ANY AND ALL RIGHTS WHATSOEVER TO CONTEST THE VALIDITY OF THE LIQUIDATED DAMAGE PROVISIONS FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THAT SUCH PROVISION WAS UNREASONABLE UNDER CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE. (b) If Buyer is in default of this Agreement after Closing or if Seller hereby waives any right to an action for specific performance obtains knowledge, after Closing, of any provisions pre-Closing Buyer default or any breach of any representation or warranty as and when made in this Agreement, then, subject to the survival periods expressly set forth in this Agreement, Seller shall have the right, as its sole and exclusive remedy, to seek damages from Buyer on account thereof.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, provided Seller is not consummated because in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive (x) if such termination election is made on or prior to the initial Closing, liquidated damages equal to five percent (5%) of the Purchase Price with respect to the allocated value of all Hotels (taking into account any reduction to such Purchase Price in accordance with Paragraph 9.1 or otherwise provided for herein); or (y) if such election is made at any time after the initial Closing, five percent (5%) of the Purchase Price allocated to the Austin, TX InterContinental Hotel, as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default, that such liquidated damages is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller’s right to Terminate this Agreement and receive full liquidated damages, are Seller’s sole and exclusive remedies in the event of a default hereunder by Buyer in its obligation Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to purchase the Property in accordance with the terms express provisions of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement), then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to: (1) any right to s▇▇ Buyer for damages or to prove that Seller’s actual damages exceed the amount of liquidated damages set forth above which is hereby provided Seller as full liquidated damages, recovery (2) any right to s▇▇ Buyer for specific performance, or (3) any other right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise. Notwithstanding anything contained herein to the contrary, if Buyer has made the Deposit hereunder and Seller Terminates this Agreement in accordance with clause (x) of all costs and expenses and reasonable attorney’s fees incurred by the first sentence hereof, then Seller after shall be able to receive as its sole remedy payment of the Effective Date); and (d) Seller and Buyer Deposit as full liquidated damages. The provisions of this Paragraph 12.1 shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreementhereof.

Buyer Default. If (i) either Closing fails to occur on or before the sale contemplated hereby is not consummated because applicable Closing Date by reason of a Buyer’s breach of or default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with under this Agreement, then: or (ii) prior to the First Closing, the “Closing” (as such term is defined in the Purchase and Sale Agreement [Portfolio #1]) fails to occur on or before the “Closing Date” (as such term is defined in the Purchase and Sale Agreement [Portfolio #1]) by reason of Buyer’s breach of or default under the Purchase and Sale Agreement [Portfolio #1], and any such circumstance continues for five (5) Business Days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement shall terminate; (b) by written notice to Buyer, promptly after which the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (includingas liquidated damages and, but not limited tothereafter, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer parties shall have no further rights or obligations to each other hereunder except those for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction. Buyer and Seller acknowledge and agree that the retention of the Deposit by Seller is not a penalty, it being agreed between the parties hereto that the actual damages to Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical to determine, that ascertain and the amount of the deposit plus interest represents Deposit is a reasonable estimate thereof. Except in connection with the parties’ best and most accurate estimate indemnification obligations of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement Buyer hereunder and under the circumstances that Seller Closing Documents and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. payment obligations under Section 15.19, Seller hereby waives and releases any right to an action (and hereby covenants that it shall not) ▇▇▇ Buyer: (a) for specific performance of any provisions of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Deposit. Buyer hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of the Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Buyer Default. If Buyer defaults in the sale contemplated hereby observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date of receipt of written notice from Seller demanding cure of such default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement by written notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages pursuant to Official Code of Georgia Annotated §13-6-7 for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the Deposit is intended not consummated because as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of a the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of default by Buyer. Notwithstanding the foregoing, a Buyer in its obligation default for failure to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of perform all of its material the covenants, undertakings and obligations in accordance to be performed by Buyer at or prior to the Closing Deadline shall not entitle Buyer to any notice or cure period that would require an extension of the Closing Date. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, then: (a) including any indemnification provisions set forth in this Agreement, Seller’s right to Terminate this Agreement shall terminate; (b) and receive payment of the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for as full liquidated damages, are Seller’s actual out-of-pocket expenses incurred sole and exclusive remedies in the event of default hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to perform its obligations under the express provisions of this Agreement (Agreement), including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and : (d1) Seller and any right to ▇▇▇ Buyer shall have no further obligations for damages or to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree prove that Seller’s right to retain actual damages exceed the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedywhich is hereby provided Seller as full liquidated damages, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives (2) any right to an action ▇▇▇ Buyer for specific performance of performance, or (3) any provisions of this Agreementother right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise.

Buyer Default. If In the sale contemplated hereby is not consummated because event Buyer breaches or fails, without legal excuse to complete the purchase of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement when it is obligated to do so, and such failure neither is a repetitive failure by Buyer nor continues for five (5) Business Days after written notice from Seller to Buyer regarding the same (provided that such five (5) Business Day period shall not be applicable in connection with a failure by Buyer to perform any of its obligations on the scheduled Closing Date), then Seller shall, as its SOLE AND EXCLUSIVE remedy therefor, be entitled to terminate this Agreement and receive the Deposit, plus all interest earned and accrued thereon, as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Seller against Buyer by reason of such default (other than with respect to the indemnification and restoration obligations of Buyer contained herein). Thereupon this Agreement shall terminate and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set forth herein, including, but not limited to, recovery of all costs Buyer’s indemnification and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreementrestoration obligations. Buyer and Seller acknowledge that the damages to Seller resulting from Buyer’s breach would be difficult, if not impossible, to ascertain with any accuracy, and that the liquidated damage amount set forth in this Section 10.1 represents both parties’ best efforts to approximate such potential damages. Other than its right to receive the Deposit, Seller expressly waives its rights to seek damages against Buyer in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreementdefault hereunder. Seller hereby waives any right to an action for specific performance of any The provisions of this Agreement.Section 10.1 shall not limit the obligations of Buyer to indemnify Seller as set forth herein. ​ ​ ​