Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (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. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money Deposit as liquidated damages for the breach of this Agreement and not as a penalty, 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 Deposit is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's ’s right to receive the Xxxxxxx Money Deposit is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money Deposit as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx MoneyDeposit. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such defaultremedy, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach failure of this Agreement Purchaser to close the purchase of the Property as obligated hereunder and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive retain the Xxxxxxx Money as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it they shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any actual damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's ’s right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damagesdamages pursuant to Official Code of Georgia Annotated §13-6-7. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages, as permitted under Official Code of Georgia Annotated §13-6-7. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If Purchaser fails to perform any of its material obligations under this Agreement or the sale Access Agreement, and if Seller is not then in monetary default under this Agreement, Seller shall notify Purchaser in writing of the Property as contemplated hereunder is not consummated due nature of and occurrence of the event of default and Purchaser shall have seven (7) days to Purchaser's default hereundercure such event of default. If Purchaser fails or refuses to timely cure such event of default, then Seller shall have the right to terminate this Agreement and all Xxxxxxx Money deposited in Escrow by Purchaser shall be entitled, disbursed to Seller as its sole and exclusive remedy for such defaultremedy, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, it being agreed between penalty and the parties hereto shall have no further rights or obligations under this Agreement. Purchaser and Seller agree that the actual damages damage which Seller would reasonably be expected to Seller in the event of such breach are impractical to ascertain and sustain is the amount of the Xxxxxxx Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (Seller acknowledge and hereby covenants agree that it shall not) xxx would be impracticable to ascertain the actual damages that would be suffered by Seller or seek or claim in such event. Purchaser and Seller have considered carefully the loss to Seller as a refund consequence of the negotiation and execution of this Agreement, the personal expense of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain but that Seller cannot at this time calculate with absolute certainty. Based on all of these considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to amount to the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount as full, complete and exceeds Seller's actual final liquidated damages or that its retention sustained by Seller constitutes a penalty and not agreed upon such liquidated damages shall be Seller’s sole and reasonable liquidated damagesexclusive remedy and the parties shall have no further rights or obligations under this Agreement. This Section 6.1 is subject If the Closing occurs, nothing contained in this Agreement shall limit or otherwise affect any of Seller’s rights or remedies against Purchaser arising under any express indemnification of Seller by Purchaser set forth in this Agreement or arising from any breach or default by Purchaser after the Closing of any obligations in this Agreement which are expressly provided to Section 6.4 hereofsurvive Closing.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's default Purchaser defaults hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such defaultremedy, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive ’s retention of the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive retain the Xxxxxxx Money as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any actual damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If the sale of the Property Membership Interest as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money Deposit as liquidated damages for the breach of this Agreement and not as a penalty, 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 Deposit is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's ’s right to receive the Xxxxxxx Money Deposit is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money Deposit as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx MoneyDeposit. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If Purchaser defaults under this Agreement and such default shall continue for three (3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield I defaults (after the sale of applicable notice and cure period) under the Property as contemplated hereunder is not consummated due to Purchaser's default hereunderDeerfield Commons I Agreement, then Seller shall be entitledEscrow Agent shall, on demand (after giving Purchaser such written notice as is required under Exhibit B), pay the Xxxxxxx Money to Seller, as its Seller’s sole and exclusive remedy for such under this Agreement. Seller and Purchaser acknowledge and agree it is impossible to estimate more precisely the damages that might be suffered by Seller upon Purchaser’s default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive ’s retention of the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive and retain the Xxxxxxx Money as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of a default or failure or refusal to perform hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: ; (a) for specific performance of this Agreement, or (b) to recover any actual damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the said Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Notwithstanding the foregoing, nothing contained in this Section 6.1 is subject 14.2 will limit (i) Seller’s remedies at law, in equity or herein provided in the event of a breach by Purchaser of any of its obligations that survive Closing or the earlier termination of this Agreement, or (ii) the obligations of RT Deerfield I to Section 6.4 hereof.Seller’s Affiliate under the Deerfield Commons I Agreement. Purchaser Initials Seller Initials

Default by Purchaser. If In the sale event that Closing does not occur by reason of default by Purchaser with respect to any material obligations of Purchaser hereunder, or because any of the Property as contemplated hereunder is Purchaser Representations are or become materially false and are not consummated due to waived by Seller or promptly cured by Purchaser's default hereunder, then upon demand by Seller to Escrow Agent and Purchaser, Escrow Agent shall be entitled, promptly pay the Xxxxxxx Money to Seller as its Seller’s sole and exclusive remedy for such defaultrelated thereto, and Seller shall be entitled to terminate retain the Xxxxxxx Money as full liquidated damages in accordance with O.C.G.A. Section 13-6-7, and thereafter no party shall have any further rights, claims or liabilities hereunder, except those obligations which by their express terms survive the termination of this Agreement Agreement; Seller’s receipt and receive retention of the Xxxxxxx Money as liquidated damages for being the breach full and exclusive remedy of this Agreement and not as a penalty, 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 thereofhereunder, Seller hereby expressly specifically waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy including, without limitation, an action in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) equity for specific performance of this Agreement, Agreement or (b) an action at law to recover any monetary damages of any nature or description other than or in excess of the Xxxxxxx Money. Seller shall not xxx Purchaser hereby waives and releases any right to (and hereby covenants on the grounds that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's the actual or other damages of Purchaser or that its the receipt and retention by Seller of the Xxxxxxx Money only constitutes a penalty penalty. The parties acknowledge that the actual damages of Seller in the event of inability, failure or refusal of Purchaser to consummate Closing shall be difficult or impossible to ascertain, and that the Xxxxxxx Money represents the reasonable pre-estimate of the parties of the probable loss of Seller, and are not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereofa penalty.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default in its obligations hereunder (as opposed to a mere failure of a condition hereunder), then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the entire Xxxxxxx Money (consisting of the Initial Xxxxxxx Money and the Additional Xxxxxxx Money, in the total amount of One Million Dollars ($1,000,000.00) ) as liquidated damages for the breach of this Agreement and not as a penalty, 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 (both the Initial Xxxxxxx Money and the Additional Xxxxxxx Money) is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's ’s right to receive the Xxxxxxx Money (both the Initial Xxxxxxx Money and the Additional Xxxxxxx Money) is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money (both the Initial Xxxxxxx Money and the Additional Xxxxxxx Money) as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money (both the Initial Xxxxxxx Money and the Additional Xxxxxxx Money). Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (the Initial Xxxxxxx Money or the Additional Xxxxxxx Money) (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due Purchaser shall default in its obligation to Purchaser's default close hereunder, or Purchaser otherwise defaults in the performance of any other material obligation of Purchaser under this Agreement and fails to cure such other default within 5 business days following written notice thereof (provided, if such default cannot be reasonably cured within such 5 business day period but Purchaser commences to cure same and diligently pursues cure to completion, then Seller such period shall be entitledextended a reasonable period of time but in no event later than the Closing Date) or to Close and tender the full Purchase Price to Seller (plus and minus the adjustments provided for under this Agreement), Purchaser agrees that Seller, as its sole and exclusive right and remedy for such Purchaser’s default, shall have the right to terminate this Agreement and receive to have the Xxxxxxx Escrow Agent deliver the Exxxxxx Money to Seller as liquidated damages to recompense Seller for time spent, labor and services performed, and the breach loss of this Agreement its bargain. Purchaser and not as a penalty, Seller agree that it being agreed between the parties hereto would be impracticable or extremely difficult to affix damages if Purchaser so defaults and that the actual damages to Seller in Exxxxxx Money, together with the event of such breach are impractical to ascertain and the amount of the Xxxxxxx Money is interest thereon, represents a reasonable estimate thereofof Seller’s damages. Seller agrees to accept the Exxxxxx Money as Seller’s total damages and relief hereunder if Purchaser defaults in its obligation to close hereunder, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole rights and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (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. This Section 6.1 is subject to Section 6.4 hereofremedies.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Exxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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 Exxxxxx Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's ’s right to receive the Xxxxxxx Exxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Exxxxxx Money as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by PurchaserPxxxxxxxx, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx sue Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Exxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx sue Seller or seek or claim a refund of the Xxxxxxx Exxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof6.4.

Default by Purchaser. If In the sale event the Closing and the transactions contemplated hereby do not occur as provided herein by reason of the default of Purchaser, and provided that such default is not cured by Purchaser within ten (10) days of receipt of notice of such default from Seller, (including without limitation, Purchaser’s failure to comply with the requirements of Section 9.1 hereof), Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Therefore, Purchaser and Seller hereby agree a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property is and shall be, as contemplated hereunder is not consummated due Seller’s sole and exclusive remedy (whether at law or in equity), a sum equal to Purchaser's the Deposit and Interest accrued thereon. Upon such default by Purchaser and failure to close as required hereunder, then Seller shall be entitledhave the right to receive the Deposit and Interest accrued thereon from the Escrow Agent, in accordance with the terms and provisions of Section 3.2 hereof, as its sole and exclusive remedy for such default, to terminate and thereupon this Agreement shall be terminated and receive neither Seller nor Purchaser shall have any further rights or obligations hereunder except with respect to the Xxxxxxx Money as Surviving Termination Obligations. The amount of the Deposit and Interest accrued thereon shall be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the breach of this Agreement and not as a penalty, 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 purchase of the Xxxxxxx Money is a reasonable estimate thereofProperty, Seller all other claims to damages or other remedies being hereby expressly waiving waived by Seller. Notwithstanding the foregoing, from and relinquishing any and all other after the Closing, nothing contained herein shall limit Seller’s remedies at law or in equity. Seller's right equity as to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (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. This Section 6.1 is subject to Section 6.4 hereofSurviving Termination Obligations.

Default by Purchaser. If In the sale event the Closing and the consummation of the Property transactions contemplated herein do not occur as contemplated hereunder provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Purchaser and Seller hereby agree that if Purchaser’s default is not consummated due cured within ten (10) Business Days after Seller’s notice to Purchaser expressly setting forth such default (a) an amount equal to the Xxxxxxx Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser's ’s default hereunderand failure to complete the purchase of the Property, then Seller shall and will be entitled, as its Seller’s sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies (whether at law or in equity. Seller's right ) for any default of Purchaser beyond the foregoing notice and cure period resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damagesTermination Surviving Obligations. The right to receive the Xxxxxxx Money payment of such amount as full liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller's sole and exclusive remedy . Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations. Seller and Purchaser agree that any termination of either of the Other PSAs pursuant to the default hereunder by Purchaserpurchaser provisions in such Other PSA shall automatically terminate this Agreement. Notwithstanding anything herein to the contrary, and Seller hereby waives and releases any Purchaser shall have the right to (cure any and hereby covenants that it shall not) xxx all Purchaser defaults by delivering all of Purchaser: (a) for specific performance ’s closing deliverables under and in accordance with Section 10.2 of this AgreementAgreement and otherwise being ready, or (b) willing and able to recover any damages of any nature or description other than or in excess of close the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) transactions contemplated by this Agreement 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. This Section 6.1 is subject to Section 6.4 hereofScheduled Closing Date.

Default by Purchaser. If Purchaser defaults under this Agreement and such default shall continue for three (3) Business Days after Purchaser has received written notice thereof from Seller or RT Deerfield II defaults (after the sale of applicable notice and cure period) under the Property as contemplated hereunder is not consummated due to Purchaser's default hereunderDeerfield Commons II Agreement, then Seller shall be entitledthe Escrow Agent shall, on demand (after giving Purchaser such written notice as is required under Section 4.5), pay the Xxxxxxx Money Deposit to Seller, as its Seller’s sole and exclusive remedy for such under this Agreement. Seller and Purchaser acknowledge and agree it is impossible to estimate more precisely the damages that might be suffered by Seller upon Purchaser’s default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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 . Seller’s retention of the Xxxxxxx Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money Deposit is intended not as a penalty, but as full liquidated damages. The right to receive and retain the Xxxxxxx Money Deposit as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of a default or failure or refusal to perform hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: ; (a) for specific performance of this Agreement, or (b) to recover any actual damages of any nature or description other than or in excess of the Xxxxxxx MoneyMoney Deposit. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the said Xxxxxxx Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Notwithstanding the foregoing, nothing contained in this Section 6.1 is subject 13.2 will limit (i) Seller’s remedies at law, in equity or herein provided in the event of a breach by Purchaser of any of its obligations that survive Closing or the earlier termination of this Agreement, or (ii) the obligations of RT Deerfield II to Section 6.4 hereof.Seller’s Affiliate under the Deerfield Commons II Agreement. Purchaser Initials Seller Initials

Default by Purchaser. If In the sale event the Closing and the consummation of the Property transactions contemplated herein do not occur as contemplated hereunder provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. In such event, Escrow Agent shall pay the Xxxxxxx Money Deposit to each of Harsimus (or its designee) and Columbia (or its designee) by separate Federal Reserve wire transfers of immediately available funds to the account designated by each of them, the portion of the Xxxxxxx Money Deposit to which each of them is not consummated due to Purchaser's default hereunder, then Seller shall be entitled, as its set forth in a writing executed by Harsimus and Columbia and which shall be furnished to Escrow Agent, and Purchaser and Seller hereby agree that (a) an amount equal to the Xxxxxxx Money Deposit is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of Seller’s LLC Interest, and will be Seller’s sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies (whether at law or in equity. Seller's right ) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damagesTermination Surviving Obligations. The right to receive the Xxxxxxx Money payment of such amount as full liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller's sole and exclusive remedy . Notwithstanding the foregoing, as to the Termination Surviving Obligations, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of default hereunder a breach by PurchaserPurchaser of any of the Termination Surviving Obligations. Seller specifically waives its rights to seek any punitive, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreementspeculative, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (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 consequential damages. This Section 6.1 is subject to Section 6.4 hereof.ARTICLE XIV.......

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive from Purchaser the Xxxxxxx Money sum of Fifty Thousand and No/100 Dollars ($50,000.00)(the “Liquidated Damages Amount”) as liquidated damages for the breach of this Agreement and not as a penalty, 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 Liquidated Damages Amount is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's ’s right to receive the Xxxxxxx Money Liquidated Damages Amount is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money Liquidated Damages Amount as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx MoneyLiquidated Damages Amount. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of that the Xxxxxxx Money Liquidated Damages Amount (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention payment by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If In the sale of event the Property as contemplated hereunder Closing is not consummated due as a result of Purchaser’s default hereunder (a “Purchaser Default”), so long as Seller has complied in all respects (other than to Purchaser's default hereunder, then Seller shall be entitleda de minimis extent) with its obligations under this Agreement Seller, as its sole and exclusive remedy under this Agreement for such defaulta Purchaser Default, may by delivery of written notice to Purchaser and Title Company, terminate this Agreement, whereupon Purchaser shall pay to Seller the sum of Thirty Million Dollars ($30,000,000) (the “Liquidated Damages Payment”), less any “Liquidated Damages Payment” recovered by Miami Seller in accordance with the Miami Purchase Agreement or the Omnibus Agreement, as Seller’s sole and receive exclusive remedy, and the Xxxxxxx Money parties shall have no further obligations to each other except as specifically provided herein and the Omnibus Agreement. For the avoidance of doubt, Purchaser shall not be deemed in default hereunder if the Closing is not consummated due to the failure or one or more conditions precedent to Purchaser’s obligations to close set forth herein, and in such case a Purchaser Default shall not occur. Seller and Purchaser acknowledge and agree that (a) it would be extremely difficult to accurately determine the amount of damages suffered by Seller as a result of Purchaser’s default hereunder; (b) the Liquidated Damages Payment is a fair and reasonable amount to be retained by Seller as agreed and liquidated damages for the breach of a Purchaser Default under this Agreement and not as a penalty, it being agreed between in light of Seller’s removal of the parties hereto that Property from the actual damages to Seller in the event of such breach are impractical to ascertain market and the amount of the Xxxxxxx Money is a reasonable estimate thereof, Seller hereby expressly waiving costs incurred by Seller; and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall notc) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (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 of the Liquidated Damages Payment upon a Purchaser Default hereunder shall not constitute a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereofor a forfeiture.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such defaultremedy, to terminate this Agreement and receive the Xxxxxxx Exxxxxx Money as liquidated damages for the breach failure of this Agreement Purchaser to close the purchase of the Property as obligated hereunder and not as a penalty, 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 Exxxxxx Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive retain the Xxxxxxx Exxxxxx Money as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it they shall not) xxx sxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any actual damages of any nature or description other than or in excess of the Xxxxxxx Exxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx sxx Seller or seek or claim a refund of the Xxxxxxx Exxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If In the sale event the Closing and the consummation of the Property transactions contemplated herein with respect to such Closing do not occur as contemplated hereunder is not consummated provided herein by reason of any default of Purchaser or any Qualified Assignees, Seller may elect by delivering written notice to Purchaser to terminate this Agreement in which case the Xxxxxxx Money Deposit and all interest earned thereon shall be released and paid by the Escrow Agent to Seller, and the Purchaser and Qualified Assignee shall have no further rights or obligations under this Agreement except for the Termination Surviving Obligations. Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages that Seller may suffer if Closing fails to occur due to the default of any one or more of the Purchaser or the Qualified Assignees. Accordingly, Purchaser and Seller hereby agree that (x) payment to Seller of the Xxxxxxx Money Deposit as provided above is a reasonable estimate of the total net detriment Seller would suffer if any one or more of Purchaser or the Qualified Assignees defaults with respect to Closing, and (y) such amount will be the full, agreed and liquidated damages for Purchaser's ’s or such Qualified Assignee’s default hereunderand failure to complete the purchase of the Properties, then Seller shall and will be entitled, as its Seller’s sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies (whether at law or in equity. Seller's right to receive ) for any default of Purchaser or a Qualified Assignee resulting in the Xxxxxxx Money is intended not as a penalty, but as full liquidated damagesfailure of consummation of Closing. The right to receive the Xxxxxxx Money payment of any such amounts as full liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller's sole and exclusive remedy . Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of default hereunder a breach by Purchaser, and Seller hereby waives and releases Purchaser or any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages Qualified Assignee of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (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. This Section 6.1 is subject to Section 6.4 hereofTermination Surviving Obligations.

Default by Purchaser. If In the event that the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such defaultremedy, to terminate this Agreement by written notice to Purchaser and Escrow Agent and to immediately receive the Xxxxxxx Money Deposit as liquidated damages (and not as a penalty) for the breach of this Agreement and not as a penaltyAgreement, it being agreed between the parties hereto that the that: (i) it would be impracticable and extremely difficult to fix or establish actual damages to of Seller in the event of such breach are impractical to ascertain a default hereunder by Purchaser and (ii) the amount of the Xxxxxxx Money Deposit is the parties’ best and most reasonable and fair estimate of Seller’s damages in the event of Purchaser’s default. Seller agrees that in the event of a reasonable estimate thereofdefault by Purchaser, Seller shall not initiate any proceeding to recover damages from Purchaser, but shall limit its recovery to the receipt and retention of the Deposit, Seller hereby expressly waiving and relinquishing WAIVING AND RELINQUISHING any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, equity and Seller hereby waives and releases WAIVES AND RELEASES any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx MoneyDeposit. Purchaser hereby waives and releases WAIVES AND RELEASES any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If the sale of Purchaser shall default in its obligation to purchase the Property as contemplated hereunder is not consummated due pursuant to this Agreement and all conditions precedent and contingencies to Purchaser's obligations are satisfied or any representation or warranty of Purchaser is not true, or in the event Purchaser fails to perform any obligation of Purchaser under this Agreement, and such default hereundershall remain uncured for a period of five (5) business days following receipt of written notice thereof from Seller to Purchaser, then Purchaser agrees that Seller shall be entitledshall, as its sole and exclusive remedy for such defaultremedy, have the right to terminate this Agreement (in which case Purchaser shall have no further rights or interests in the Property) and receive to have the Xxxxxxx Escrow Agent deliver the Exxxxxx Money to Seller as liquidated damages to recompense Seller for time spent, labor and services performed, and the breach loss of its bargain, and except for Purchaser’s obligation to indemnify Seller pursuant to Section 2.3 of this Agreement and not as a penaltyAgreement, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it Seller shall not) xxx not sxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any actual damages of any nature or description other than or in excess of the Xxxxxxx Exxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants Seller agree that it shall not) xxx Seller would be impracticable or seek or claim extremely difficult to affix damages if Purchaser so defaults and that the Exxxxxx Money, together with the interest thereon, represents a refund reasonable estimate of the Xxxxxxx Money (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 ’s damages. This Section 6.1 is subject In no event shall Purchaser be liable to Section 6.4 hereofSeller for any direct or indirect punitive, speculative or consequential damages.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of OF this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (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. This Section 6.1 is subject to Section 6.4 hereof.

Default by Purchaser. If the sale of the Property Membership Interest as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller Sellers shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money Deposit as liquidated damages for the breach of this Agreement and not as a penalty, it being agreed between the parties hereto that the actual damages to Seller Sellers in the event of such breach are impractical to ascertain and the amount of the Xxxxxxx Money Deposit is a reasonable estimate thereof, Seller Sellers hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's Sellers’ right to receive the Xxxxxxx Money Deposit is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money Deposit as full liquidated damages is Seller's Sellers’ sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller Sellers hereby waives waive and releases release any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx MoneyDeposit. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller Xxxxxxx or seek or claim a refund of the Xxxxxxx Money Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's Sellers’ actual damages or that its retention by Seller Sellers constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 5.1 is subject to Section 6.4 5.4 hereof.

Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's ’s default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, 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, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's ’s right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's ’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's ’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.