Common use of Default by Buyer Clause in Contracts

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:

Default by Buyer. IF If Buyer shall default in the performance of its obligation to consummate the Closing under this Agreement, Seller, as its sole and exclusive remedy, may terminate this Agreement by written notice to Buyer and Escrow Agent, and thereupon shall be entitled to receive the Deposit as liquidated damages (and not a penalty) and whereupon this Agreement shall be terminated and neither party shall have any obligations hereunder other than the Surviving Obligations. IN CONNECTION WITH THE SALE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT; AND FURTHER THAT IT IS NOT CONSUMMATED DUE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER’S DEFAULT, AND THAT THE DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT. NOTHING CONTAINED IN THIS SECTION SHALL IMPAIR ANY OF SELLER’S RIGHTS AND REMEDIES AGAINST BUYER FOR ANY OTHER PRE-CLOSING DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE UNDER THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES(INCLUDING WITHOUT LIMITATION, IN THE EVENT BUYER’S DUE DILIGENCE INDEMNITY PURSUANT TO SECTION 3.2, OR BREACH OF A FAILURE CONFIDENTIALITY PURSUANT TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS SECTION 18 BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:).

Default by Buyer. IF In the event that Buyer defaults in its obligation to purchase the Property, , then Seller shall be entitled, as its sole remedy, to terminate this Agreement and receive the Deposit as liquidated damages for such breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDERPARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, THEN AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S SOLE DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGESAGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FAILURE FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSUMMATE THIS SALE DUE CONSTITUTE LIQUIDATED DAMAGES TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINESELLER. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH SUCH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLERINITIALS: BUYER:Seller Buyer

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL PARTIES AGREE THAT SELLER SHOULD BE TO TERMINATE COMPENSATED FOR KEEPING THE TRANSFERRED INTEREST OFF THE MARKET DURING THE TERM OF THIS AGREEMENT AND RETAIN THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DEPOSIT AS LIQUIDATED DAMAGESDAMAGES THAT SELLER MAY SUFFER. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGESTHEREFORE, IN THE EVENT OF A FAILURE THAT BUYER DEFAULTS IN ITS OBLIGATION TO CONSUMMATE THIS SALE DUE THE TRANSACTION CONTEMPLATED HEREIN, INCLUDING WITHOUT LIMITATION FAILING TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATIONCLOSE BY THE CLOSING DATE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOWSUFFER IS AND WILL BE EQUAL TO THE STOCK DEPOSIT, EACH PARTY SPECIFICALLY CONFIRMS AND THE ACCURACY RETENTION OF THE STATEMENTS MADE ABOVE STOCK DEPOSIT BY SELLER WILL BE SELLER'S EXCLUSIVE REMEDY AT LAW AND IN EQUITY AND WELL BE THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINEDFULL, AT AGREED AND LIQUIDATED DAMAGES FOR THE TIME BREACH OF THIS AGREEMENT WAS MADEBY BUYER, THE CONSEQUENCES OF AND THIS LIQUIDATED DAMAGES PROVISIONAGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER'S OBLIGATIONS THAT EXPRESSLY SURVIVE, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER. THE FOREGOING IS NOT INTENDED TO LIMIT BUYERBuyer's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:Initials _______ Seller's Initials ________

Default by Buyer. IF IN THE SALE IS NOT CONSUMMATED DUE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO ANY CLOSE AS A RESULT OF THE DEFAULT BY OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, THEN AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE REMEDY, IS ENTITLED TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT. IN THE EVENT ESCROW FAILS TO CLOSE AS A REASONABLE ESTIMATE RESULT OF THE DAMAGES THAT BUYER’S DEFAULT AND SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:IS

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A BUYER’S FAILURE TO CONSUMMATE THIS THE SALE DUE TO BUYER's DEFAULT, IN BREACH HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S BREACH. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH EVENTFAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS SELLER’S RIGHTS UNDER OTHER SECTIONS HEREOF2.2, 2.3 AND 10.2 OF THIS AGREEMENT. SELLERInitials: BUYER:/s/ MR /s/ DF Seller Buyer

Default by Buyer. IF THE SALE THIS AGREEMENT IS NOT CONSUMMATED TERMINATED ON OR BEFORE THE EXPIRATION OF THE DUE TO ANY DEFAULT BY DILIGENCE PERIOD OR AS A RESULT OF THE RIGHT OF BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND IN THE EVENT OF A DEFAULT OF THE BUYER UNDER THE PROVISIONS OF THIS AGREEMENT FOLLOWING THE DUE DILIGENCE PERIOD, SELLER SHALL RETAIN ALL OF THE DEPOSIT EXXXXXX MONEY, TOGETHER WITH ACCRUED INTEREST THEREON, AS LIQUIDATED DAMAGESSELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY. THE PARTIES HAVE AGREED THAT SELLER's 'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO DEFAULT BY BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPRACTICAL TO DETERMINE. AFTER NEGOTIATIONTHEREFORE, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PARTIES ACKNOWLEDGE THAT THE EXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF THE STATEMENTS MADE ABOVE SELLER'S DAMAGES, WHICH SHALL BE SELLER'S SOLE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONEXCLUSIVE REMEDY. THE FOREGOING IS NOT INTENDED TO LIMIT BUYERBuyer's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:Initials Seller's Initials

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A BUYER’S FAILURE TO CONSUMMATE THIS THE SALE DUE TO BUYER's DEFAULT, IN BREACH HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S BREACH. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH EVENTFAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS SELLER’S RIGHTS UNDER OTHER SECTIONS HEREOF2.2, 2.3 AND 10.2 OF THIS AGREEMENT. SELLERInitials: BUYER:/s/ MR /s/ TM Seller Buyer

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDERThe occurrence of any of the following on or prior to Closing shall be a default by Buyer hereunder: (i) the failure of Buyer to timely deliver to the Escrow Holder any of Buyer’s Closing Deliveries; (ii) the failure of Buyer to timely perform any material act to be performed by it, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGESto refrain from performing any material prohibited act, or to fulfill any material condition to be fulfilled by it under this Agreement, or under any agreement referred to herein or attached hereto as an exhibit; or (iii) any of Buyer’s representations, warranties or covenants contained herein shall be untrue in any material way as of the Effective Date or the Closing Date. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES, IN THE EVENT THAT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF A FAILURE TO CONSUMMATE THIS SALE DUE TO DEFAULT BY BUYER's DEFAULT, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEESTIMATE THE DAMAGES THAT SELLER MAY SUFFER. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS THEREFORE BUYER AND SELLER AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES TOTAL NET DETRIMENT THAT SELLER WOULD INCUR SUFFER IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE STATEMENTS MADE ABOVE PROPERTY IS AND SHALL BE, AS SELLER’S EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:DEPOSIT.

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS THE SALE DUE TO BUYER's DEFAULT, ’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH EVENTFAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS SELLER’S RIGHTS UNDER OTHER SECTIONS HEREOF2.2, 2.3 AND 10.2 OF THIS AGREEMENT. SELLER: BUYER:/s/ ML /s/ AB Seller Buyer

Default by Buyer. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY BECAUSE OF A DEFAULT BY BUYER HEREUNDERUNDER THIS AGREEMENT ON THE PART OF BUYER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SELLER SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT XXXXXXX MONEY AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED ACKNOWLEDGE THAT SELLER's ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES. THE DAMAGES PARTIES FURTHER ACKNOWLEDGE THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY SELLER’S RETENTION OF THE STATEMENTS MADE ABOVE XXXXXXX MONEY HAS BEEN AGREED UPON AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES IN THE FACT THAT EACH PARTY WAS REPRESENTED EVENT OF A DEFAULT BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:.

Default by Buyer. IF IN THE SALE IS NOT CONSUMMATED EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO ANY A BUYER DEFAULT BY BUYER HEREUNDER(ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND RETAIN ESCROW HOLDER AND CANCEL THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGESESCROW (IF THEN OPENED), IN WHICH EVENT BUYER SHALL REIMBURSE SELLER FOR SELLER’S OUT-OF-POCKET COSTS AND EXPENSES. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EVENT EFFECTIVENESS OR ENFORCEABILITY OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINETHE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. AFTER NEGOTIATION, SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE PROVISIONS OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. SECTION 13.1 AND BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED IMMEDIATELY BELOW AGREE TO BE BOUND BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISIONITS TERMS. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLERSeller’s Initials: BUYER:/s/ X. X. ____ Buyer’s Initials: /s/ D. S. ____

Default by Buyer. IF If Buyer defaults under this Agreement in any material respect at or prior to Closing, Seller shall be entitled, as its sole and exclusive remedy, at law and/or in equity (without limiting Seller’s rights with respect to any indemnification obligations of Buyer under this Agreement or under Section 10.20 below), to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for Buyer’s breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDERPARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, THEN AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGESAGAINST BUYER, AT LAW AND/OR IN EQUITY, IN THE EVENT OF A FAILURE DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER AT OR PRIOR TO CONSUMMATE CLOSING (WITHOUT LIMITING SELLER’S RIGHT WITH RESPECT TO ANY INDEMNIFICATION OBLIGATIONS OF BUYER UNDER THIS SALE DUE TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT AGREEMENT OR IMPRACTICABLE TO DETERMINEUNDER SECTION 10.20 BELOW). AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL ACKNOWLEDGE THAT THE CIRCUMSTANCES EXISTING ON THE DATE PAYMENT OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFCONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLERINITIALS: BUYER:Seller _______ Buyer _______ Nothing contained in this Section 6.1 shall limit or prevent Seller from (a) asserting any legal or equitable claims against Buyer for Buyer’s obligation to pay attorneys’ fees and other amounts under Section 10.20, or (b) enforcing any indemnity obligation of Buyer under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (c) enforcing Buyer’s other obligations and liabilities which survive Closing or a termination of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Buyer be liable for, and Seller hereby waives the right to collect or seek to collect, any consequential, speculative or punitive damages (including diminution in value) other than in connection with a claim for indemnification of Seller and/or the Seller Related Parties where such parties have the foregoing liability.

Default by Buyer. IF IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE SOLELY BY REASON OF BUYER’S DEFAULT UNDER THIS AGREEMENT, THEN THE DEPOSIT SHALL BE DELIVERED TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET AND, FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER’S BREACH OR DEFAULT. IN THE EVENT THE SALE IS OF THE PROPERTY SHALL NOT BE CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDERON ACCOUNT OF BUYER’S DEFAULT, THEN THE RETENTION OF THE DEPOSIT SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE UNDER THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES, IN THE EVENT BY REASON OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's SUCH DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE SUBJECT TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE PROVISIONS OF THIS AGREEMENT (INCLUDING THIS SECTION 9.2) THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:/s/ MF /s/ JMP Seller’s Initials Buyer’s Initials

Default by Buyer. IF IN THE SALE IS NOT CONSUMMATED DUE TO EVENT OF ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT RECEIVE, AS FIXED AND RETAIN LIQUIDATED DAMAGES AND AS SELLER'S SOLE REMEDY HEREUNDER, AT LAW OR IN EQUITY, THE DEPOSIT AS LIQUIDATED DAMAGES. DEPOSIT, EXCEPT THAT THE PARTIES HAVE AGREED THAT FOREGOING SHALL NOT APPLY TO BUYER'S INDEMNITY OBLIGATIONS HEREUNDER OR BUYER'S OBLIGATIONS UNDER SECTION 4.2 (IN CONNECTION WITH WHICH, BUYER'S LIABILITY SHALL BE LIMITED TO SELLER's 'S ACTUAL DAMAGES, ). BUYER AND SELLER AGREE THAT IT WOULD BE IIVIPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED. BUYER i\ND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT 'S DEFAULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT IS A REASONABLE ESTIMATE OF WHICH SHALL BE THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENTFULL, AGREED AND LIQUIDATED DAMAGES. BY PLACING THEIR NEJ MB SELLERS INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:BUYERS INITIALS

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS THE SALE DUE TO BUYER's DEFAULT, ’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH EVENTFAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS SELLER’S RIGHTS UNDER OTHER SECTIONS HEREOF2.2, 2.3 AND 10.2 OF THIS AGREEMENT. SELLERInitials: BUYER:/s/ RAK /s/ TW Seller Buyer

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's 'S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS THE SALE DUE TO BUYER's DEFAULT, 'S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER'S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH EVENTFAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT BUYERSELLER'S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.3 OF THIS AGREEMENT. Seller's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLERInitials: BUYER:/s/ RK Buyer's Initials: /s/ DP

Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS THE SALE DUE TO BUYER's DEFAULT, ’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH EVENTFAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING THIS SECTION 8.1 IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS SELLER’S RIGHTS UNDER OTHER SECTIONS HEREOF2.2, 2.3 AND 10.2 OF THIS AGREEMENT. SELLERInitials: BUYER:/s/ ML /s/ TW Seller Buyer

Default by Buyer. IF THE SALE AND PURCHASE OF THE PROPERTY CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDERBECAUSE OF BUYER'S DEFAULT, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SELLER SHALL BE TO TERMINATE THIS AGREEMENT BY NOTIFYING BUYER THEREOF, AND RETAIN THEREUPON SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGESDEPOSIT. THE PARTIES HAVE IT IS HEREBY AGREED THAT SELLER's ACTUAL DAMAGES, 'S DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, WOULD BE DEFAULT BY BUYER HEREUNDER ARE UNCERTAIN AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEASCERTAIN, AND THAT THE DEPOSIT CONSTITUTES A REASONABLE PRE-ESTIMATE OF SUCH DAMAGES AND SELLER'S RETENTION THEREOF IS INTENDED NOT AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. AFTER NEGOTIATIONTHE RIGHT TO RETAIN THE DEPOSIT AS FULL LIQUIDATED DAMAGES IS SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF DEFAULT HEREUNDER BY BUYER, EXCEPT, HOWEVER, FOR THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE INDEMNIFICATION OBLIGATIONS OF BUYER UNDER THIS AGREEMENT, FOR THE AMOUNT BREACH OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WHICH SELLER WOULD INCUR MAY EXERCISE ANY AND ALL RIGHTS OR REMEDIES AVAILABLE AT LAW OR IN SUCH EVENTEQUITY. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER_____________________ ______________________ Seller's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:initials Buyer's initials ARTICLE X