Common use of Default by Seller Clause in Contracts

Default by Seller. In the event the sale of the Property is not consummated because of the default of Seller, Buyer may, as its sole and exclusive remedy for such default, either (i) terminate this Agreement by written notice to Seller and Escrow Holder, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34.

Default by Seller. In the event the sale Close of Escrow and the consummation of the Property is transactions herein contemplated do not consummated because occur by reason of the any default of by Seller, Buyer may, as its sole and exclusive remedy for such default, either (i) terminate this Agreement may elect to exercise by written notice to Seller and Escrow HolderHolder and as its sole and exclusive remedy, one (1) of the following remedies: (i) to terminate this Agreement in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer (and Buyer shall also be entitled to recover Buyer’s Reimbursable Due Diligence Expenses), and thereafter neither Seller nor Buyer shall reimburse Buyer have any further rights, obligations, or liabilities under this Agreement except for the reasonable obligations pursuant to this Agreement deemed to expressly survive the termination, or (ii) to enforce, pursue, and seek specific performance of this Agreement within ninety (90) days of such default. As used herein, “Buyer’s Reimbursable Due Diligence Expenses” shall mean and refer to third-party out-of-pocket expenses actually incurred by Buyer solely in connection with this Agreement from the Effective Date until notice proposed purchase of Seller’s default (the “Reimbursable Costs”)Property, not including with respect to exceed Fifteen Thousand the negotiation and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance preparation of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees fees, and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement investigations under this Agreement prior to the termination of this Section 16.1. Except Agreement by Buyer; provided, however, in no event shall Seller be obligated under this Agreement to reimburse Buyer for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs Due Diligence Expenses (in the aggregate) in excess of Seventy-Five Thousand Dollars and 00/100 ($75,000.00). Buyer acknowledges and agrees that as provided abovelong as Seller uses its commercially reasonable efforts to satisfy the same, Seller the failure to satisfy the conditions set forth in Sections 10.1.5, 10.1.11, or 10.1.12 above shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against not constitute a default by Seller under the indemnity provisions of Sections 13 and 34this Agreement.

Default by Seller. In the event the sale Closing of the Property is purchase and sale transaction provided for herein does not consummated because occur as herein provided by reason of the any default of Seller, Buyer Purchaser may, as its Purchaser's sole and exclusive remedy for such defaultremedy, elect by notice to Seller within ten (10) Business Days following the scheduled Closing Date, either of the following: (ia) terminate this Agreement by written notice to Seller and Escrow HolderAgreement, in which event Purchaser will receive from the Title Company the Xxxxxxx Money Deposit shall be immediately returned Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), Termination Surviving Obligations; or (iib) seek to enforce specific performance of the Agreement, and in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller for damages of any type or kind including, without limitation, consequential or punitive damages. Failure of Purchaser to make the foregoing election within the foregoing ten (10) Business Day period shall be deemed an election by Purchaser to terminate this Agreement and receive from the Title Company the Xxxxxxx Money Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, In except with respect to the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damagesTermination Surviving Obligations. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser's remedies at law, in equity or as herein shall limit provided in the remedies Buyer shall have to enforce event of a breach by Seller of any rights it has against Seller under of the indemnity provisions of Sections 13 and 34Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination.

Default by Seller. In the event the sale of the Property as contemplated hereunder is not consummated because of the due to Seller’s default of Sellerhereunder, Buyer mayand Purchaser is not in default under this Agreement, Purchaser shall be entitled, as its sole and exclusive remedy for such defaultremedy, either (ia) to cancel this Agreement and receive the return of the Deposit, which Escrow Agent is hereby instructed to deliver to Purchaser if Purchaser does cancel this Agreement, together with its documented direct costs and expenses incurred in connection with its inspection of the Property and negotiations of the transaction contemplated by this Agreement not to exceed $50,000.00, which return shall operate to terminate this Agreement by written notice to and release Seller from any and Escrow Holder, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))all liability hereunder, or (iib) seek to enforce specific performance of Seller’s obligations under this Agreement, In . Purchaser expressly waives its rights to seek monetary damages in the event Seller interferes with the release of the Xxxxxxx Money Deposit to BuyerSeller’s default hereunder, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs except as provided above. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Deposit as provided above if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, Seller on or before ninety (90) days following the date upon which Closing was to have occurred. Nothing contained in this Section 7.2 shall in no event be liable limit, restrict or impair Purchaser’s rights under this Agreement or under any of the documents and instruments executed and delivered to Buyer Purchaser pursuant to the terms and conditions hereof for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer and all claims Purchaser shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 from and 34after Closing or that survive Closing.

Default by Seller. In If Seller fails to comply substantially with the event the sale terms and conditions of the Property is not consummated because this Agreement and if Buyer shall have complied with all of its obligations hereunder, Buyer shall give Seller and Escrow Agent a written notice detailing the default of Seller, Buyer may, as its sole and exclusive . Seller shall have ten (10) days from the date such notice has been given within which to remedy for such the default, either except that if the required performance cannot be reasonably completed by Seller within such ten (i10) terminate this Agreement by written notice to Seller and Escrow Holder, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyerdays, then Seller shall have a reasonable time (but not more than sixty (60) days) within which to remedy the default. All of Seller's obligations and the time periods associated therewith shall be liable for all delayed to the extent Seller is unable to perform any of its obligations on account of Force Majeure beyond the reasonable attorneys’ fees and other costs and expenses which control of Seller. If Seller does not timely remedy the default, Buyer may incur in connection with Buyer’s enforcement of terminate this Section 16.1. Except for Agreement and the return of Escrow, whereupon the Xxxxxxx Earnest Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable returned immediately to Buyer and neither Pxxxx xxall have any further obligation to the other, except for any actualobligations hereunder that are to survive the termination. WITHOUT LIMITING THE FOREGOING, punitiveTHE PARTIES EXPRESSLY WAIVE ANY RIGHT TO HAVE ANY DISPUTE BETWEEN THEM HEARD, speculativeRESOLVED OR DECIDED BY A JURY, consequential or other damagesAND EXPRESSLY WAIVE TRIAL BY JURY. Notwithstanding the foregoingANY DISPUTE OR PROCEEDING SHALL BE HEARD, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34RESOLVED AND DECIDED BY A JUDGE SITTING WITHOUT A JURY, IN A COURT WITH JURISDICTION OVER THE MATTER.

Default by Seller. In If (x) Seller shall default in any of its obligations to be performed on the event Closing Date or (y) Seller shall default in the sale performance of any of its obligations to be performed prior to the Closing Date and, with respect to any default under this clause (y) only, such default shall continue for two (2) business days after notice to Seller, then Buyer's sole right and remedy (in lieu of proceeding with any other legal course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Buyer to the extent legally permissible, following and upon advice of its counsel, and it being expressly acknowledged by Buyer that such waiver is a material inducement to Seller entering into this Agreement) shall be, in the sole discretion of the Property is not consummated because of the default of Seller, Buyer may, as its sole and exclusive remedy for such defaultBuyer, either (i) terminate the return of the Deposit plus reimbursement by Seller of Buyer's actual and reasonable documented third party costs (inclusive of reasonable legal fees) , up to the maximum aggregate amount of One Hundred Thousand and 00/100 Dollars ($100,000) or (ii) pursue an action for the specific performance of this Agreement by written provided that Buyer initiates such proceeding no later than thirty (30) days after the later of Seller's alleged default or the Scheduled Closing Date, including the recordation or filing of a notice to Seller and Escrow Holder, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer of lis pendens or notice of pendency solely in connection with Buyer's action for specific performance hereunder against any portion of the property. If Buyer fails to commence an action for specific performance within such 30-day period, Buyer waives its rights to file such action and Buyer's sole remedy shall be to terminate this Agreement from and receive a return of the Effective Date until notice of SellerDeposit under clause (i) and Buyer’s default (the “Reimbursable Costs”)reasonable documented third party costs, not to exceed Fifteen Thousand $100,000 as provided above. HOWEVER THAT THE PROVISIONS OF THIS SECTION 16 WILL NOT WAIVE, 9/12/2013 12:02 PM LIMIT OR AFFECT (w) BUYER’S RIGHT TO RECEIVE REIMBURSEMENT FOR REASONABLE ATTORNEYS’ FEES UNDER SECTION 24 HEREOF, (x) SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, (y) BUYER’S RIGHTS AND REMEDIES ARISING UNDER OR WITH RESPECT TO SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR (z) BUYER’S RIGHTS AND REMEDIES ARISING FROM ANY BREACH OR DEFAULT BY SELLER OF ANY COVENANTS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES HEREUNDER THAT SURVIVE THE CLOSING OR ARE TO BE PERFORMED FOLLOWING THE CLOSING OR ARISING FROM ANY BREACH OR DEFAULT BY SELLER UNDER THE LEASE. AS MATERIAL CONSIDERATION TO SELLER'S ENTERING INTO THIS AGREEMENT WITH BUYER, BUYER WAIVES ANY RIGHT TO RECOVER ANY PUNITIVE, CONSEQUENTIAL DAMAGES AND, PRIOR TO CLOSING, ANY OTHER DAMAGES OR MONETARY COMPENSATION OTHER THAN THE AMOUNTS IDENTIFIED Upon such cancellation, neither party shall have any further rights or obligations hereunder, except for rights and No/100 Dollars ($15,000,00) (which reimbursement shall be subject obligations that, pursuant to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance the provisions of this Agreement, In are expressly made to survive the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34termination hereof.

Default by Seller. In If Seller defaults in its obligations pursuant to this Agreement or breaches the event the sale terms hereof prior to Closing, Purchaser’s sole remedy shall be to elect one of the Property is not consummated because of the default of Seller, Buyer may, as its sole and exclusive remedy for such default, either following: (ia) to terminate this Agreement by written notice to Seller and Escrow HolderAgreement, in which event Purchaser shall be entitled to the 400 X. Xxxxxxxxx PSA 21 return by the Title Company to Purchaser of the Xxxxxxx Money Deposit shall be immediately returned Money, and to Buyer receive from Seller reasonable, actual, and Seller shall reimburse Buyer for the reasonable documented third party out-of-pocket expenses costs incurred by Buyer solely Purchaser in connection with this Agreement from the Effective Date until notice up to a maximum amount of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))100,000, or (iib) seek to enforce bring a suit for specific performance performance, provided that the election of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller one such remedy shall be liable for all reasonable attorneys’ fees and deemed a waiver of Purchaser’s rights to the other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damagessuch remedy. Notwithstanding the foregoing, nothing contained herein shall limit in the remedies Buyer event that specific performance is legally unavailable as a remedy to Purchaser because of Seller’s affirmative act in transferring title to the Property to any third party in contravention of Seller’s obligations to Purchaser hereunder, Purchaser shall have the right to enforce pursue any rights it has against Seller under remedy at law or in equity including, without limitation, a claim for damages, provided that such claim shall be subject to the indemnity provisions terms and conditions of Sections 13 and 34Section 10.6 hereof. IN NO EVENT SHALL SELLER, ITS DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS, OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY, BEYOND ITS INTEREST IN THE REAL PROPERTY AND THE PROCEEDS THEREOF, FOR ANY CLAIM, CAUSE OF ACTION, OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.

Default by Seller. In the event the sale If Seller shall have failed to have timely performed any of the Property is not consummated because of the default of its obligations, covenants and/or agreements contained herein which are to be performed by Seller, Buyer and Seller shall not have cured said failure within (i) fifteen (15) days with respect to any monetary default, or (ii) thirty (30) days with respect to any non-monetary default, after written notice thereof, then Purchaser, at its option may, as its sole and exclusive remedy for such defaultremedies, either (i) cancel and terminate this Agreement by written notice to Seller and Escrow Holderin such event, in which event this Agreement shall terminate and the Xxxxxxx Exxxxxx Money Deposit shall will be immediately promptly returned to Buyer Purchaser and Seller shall reimburse Buyer Purchaser for the its reasonable out-of-out of pocket expenses incurred by Buyer solely in connection with negotiating this Agreement from and pursuing the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), Property in a total aggregate amount to not to exceed Fifteen One Hundred and Fifty Thousand and No/100 Dollars ($15,000,00150,000) (which reimbursement shall be subject to Buyer providing evidence to Seller in as demonstrated by invoices and other reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), documentation evidencing costs incurred; or (ii) seek to enforce pursue a claim in equity for specific performance, but, if the remedy of specific performance of this Agreement, In the event Seller interferes with the release is not available because of the Xxxxxxx Money Deposit to Buyeractions of Seller, then Purchaser may sxx Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided abovemoney damages; provided, Seller shall however, in no event be liable will Seller's liability any damages exceed, in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000.00). Purchaser specifically waives any and all other rights which it may have to Buyer for any actual, punitive, speculative, consequential or other damagesdamages as a result of any such default on the part of Seller under this Agreement. Notwithstanding the foregoing, nothing contained herein shall limit be construed to prevent Purchaser from enforcing any post-Closing obligation of Seller in any other agreement made between Seller and Purchaser, including without limitation the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 Punchlist and 34Construction Escrow Agreement.

Default by Seller. In Notwithstanding anything herein to the event the sale contrary, if Seller (a) had actual knowledge that any of the Property is not consummated because representations and warranties set forth in Section 11.1 hereof were untrue as of the default Effective Date and the failure of Sellerany such representation or warranty to be true would have a “material adverse impact” (as such term is defined in Section 11.1 hereof) on the Property, Buyer mayor (b) defaults in its obligations expressly stated in this Agreement, as its then Buyer’s sole and exclusive remedy for such default, either shall be to elect one of the following: (i) to terminate this Agreement by written notice to Seller and Escrow HolderAgreement, in which event the Xxxxxxx Money Deposit Buyer shall be immediately returned entitled to the return by the Escrow Holder to Buyer of the Deposit and Seller shall reimburse Buyer for the reasonable Xxxxx’s out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses), as supported by reasonable documentation satisfactory to Seller, incurred by Buyer solely in connection with Buyer’s due diligence investigations and negotiation and execution of this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”)Agreement, not to exceed Fifteen Two Hundred Fifty Thousand and No/100 Dollars ($15,000,00250,000.00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))the aggregate, or (ii) seek if Seller’s breach arises out of its failure to enforce sell and convey the Property to Buyer on the Closing Date, to bring a suit for specific performance for such breach provided that any suit for specific performance must be brought as to the Property within 45 days of this AgreementSeller’s default, In Buyer’s waiving the event right to bring suit at any later date to the extent permitted by law; provided further, however, to the extent that Seller interferes with cause Xxxxx’s remedy of specific performance to be unavailable due to Seller’s selling the release of Property to another third-party prior to the Xxxxxxx Money Deposit to BuyerClosing Date, then Seller Buyer shall be liable entitled to recover damages from Seller. This Agreement confers no present right, title or interest in the Property to Xxxxx and Xxxxx agrees not to file a lis pendens or other similar notice against the Real Property except in connection with, and after, the proper filing of a suit for all reasonable specific performance. Nothing in this Section 13.2 shall prevent or preclude any recovery of attorneys’ fees and or other costs and expenses which incurred by Buyer may incur in connection with Buyer’s enforcement of this pursuant to Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 3415.5.

Default by Seller. In the event the sale of Closing and the Property is transactions contemplated hereby do not consummated because occur as provided herein by reason of the default of Seller, Buyer mayPurchaser may elect, as its the sole and exclusive remedy for such defaultof Purchaser, either to (ia) terminate this Agreement by written notice to Seller and receive the Deposit from the Escrow HolderAgent, and in which such event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for not have any liability whatsoever to Purchaser hereunder other than with respect to the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))Surviving Termination Obligations, or (iib) seek to enforce specific performance of Seller’s obligation to convey the Property, without adjustment to, or credit against, the Purchase Price (other than Seller’s obligations pursuant to Section 6.1 hereinabove). Purchaser shall be deemed to have elected to terminate this Agreement, In Agreement (as provided in subsection (a) above) if Purchaser fails to deliver to Seller written notice of its intent to file a cause of action for specific performance against Seller on or before ten (10) business days after the event Seller interferes with originally scheduled Closing Date (as it may be extended pursuant to the release express terms of this Agreement or otherwise by written agreement of the Xxxxxxx Money Deposit parties), or having given Seller notice, fails to Buyer, then Seller shall file a lawsuit asserting such cause of action within forty five (45) days after the originally scheduled Closing Date (as it may be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement extended pursuant to the express terms of this Section 16.1. Except for the return Agreement or otherwise by written agreement of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damagesparties). Notwithstanding the foregoing, nothing contained herein shall limit Purchaser’s remedies at law or in equity, as to the remedies Buyer Surviving Termination Obligations; provided, however, (a) Purchaser shall have seek only actual damages and not consequential or indirect damages as a result of any default by Seller, and (b) in no event shall Seller’s aggregate liability to enforce any rights it has against Seller Purchaser under the indemnity provisions of Sections 13 this Agreement exceed an amount equal to One Million and 3400/100 Dollars ($1,000,000.00).

Default by Seller. In the event the sale that Seller fails to perform any of the Property is material covenants or agreements contained herein which are to be performed by Seller and Seller does not consummated because cure such failure by the earlier of the default (a) September 29, 2017 or (b) within five (5) business days of Sellerreceipt of written notice thereof from Buyer, Buyer may, at its option and as its sole and exclusive remedy for such defaultremedy, either (i) terminate this Agreement by giving written notice of termination to Seller and whereupon Escrow HolderHolder will return to Buyer the Deposit, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and (y) Seller shall reimburse Buyer for the reasonable its actual out-of-pocket expenses third-party costs incurred by Buyer solely in connection with this Agreement from and the Effective Date until notice of transactions contemplated hereby within thirty (30) days after Seller’s default receipt from Buyer of invoices or receipts (the “Reimbursable Costs”), not provided that in no event shall Seller’s reimbursement obligation pursuant to this Section 16.1 exceed Fifteen Three Hundred Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00300,000.00)), and (z) both Buyer and Seller will otherwise be relieved of any further obligations or liabilities hereunder, except for those obligations which expressly survive any termination hereof, or (ii) Buyer may seek to enforce specific performance of this Agreement. Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (i) above if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, In on or before sixty (60) days following the date upon which the Closing was to have occurred. Notwithstanding the foregoing to the contrary, in the event the remedy set forth in subpart (ii) above is unavailable (or so impractical as to be deemed unavailable) as a result of the willful act or acts of Seller interferes taken with the release of the Xxxxxxx Money Deposit intent to Buyerfrustrate such remedy, then Seller Buyer shall be liable for entitled to pursue all reasonable attorneys’ fees its rights and other costs remedies at law and expenses which Buyer may incur in connection equity with Buyer’s enforcement of respect to such Seller default. Except as specifically set forth in this Section 16.1. Except , Buyer does hereby specifically waive any right to pursue any other remedy at law or equity for the return such default of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided aboveSeller, Seller shall in no event be liable including, without limitation, any right to Buyer for any actualseek, punitiveclaim or obtain damages, speculative, punitive damages or consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34.

Default by Seller. In If the event the sale of the Property transaction contemplated herein is not consummated because of a default on the part of Seller that is not cured within five (5) Business Days after written notice from Purchaser (or if such default does not consist of Sellera willful action of Seller and cannot reasonably be cured within such 5 Business Day period, Buyer maywithin such additional time, not to exceed an additional five (5) Business Days as may be reasonably necessary to cure the default), then Purchaser may elect, as its sole remedy, in Purchaser's sole and exclusive remedy for such defaultabsolute discretion, either (i) terminate this Agreement by written notice to Seller to either: (a) terminate this Contract and Escrow Holder, in which event receive the return of the Xxxxxxx Money Deposit shall be immediately returned to Buyer and a reimbursement from Seller shall reimburse Buyer for the of all Purchaser’s reasonable and documented out-of-pocket expenses actually incurred by Buyer solely in connection with this Agreement from Contract (collectively, "Purchaser’s Transaction Expenses") up to a maximum reimbursement of $250,000.00, in which event this Contract shall terminate, the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement Xxxxxxx Money shall be refunded to Purchaser by the Escrow Agent, and upon the receipt by Purchaser of the Xxxxxxx Money and Purchaser’s Transaction Expenses neither party shall have any further obligations under this Contract except under any provisions that survive the termination of this Contract by their express terms; (b) waive the default and close on and take title to the Property on the Closing Date subject to Buyer providing evidence to Seller such default without any reduction in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), the Purchase Price; or (iic) seek to enforce specific performance of this AgreementContract provided that written notice of Purchaser's intent to seek specific performance is delivered to Seller within thirty (30) days after the date set forth in this Contract for the Closing and the specific performance action is actually filed within sixty (60) days after the date set forth in this Contract for the Closing. If written notice of Purchaser's intent to seek specific performance is not delivered to Seller within such thirty (30) day period, In or if such written notice is given but a specific performance action is not filed prior to the event Seller interferes with the release expiration of the Xxxxxxx Money Deposit to Buyersuch sixty (60) day period, then Seller Purchaser shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the been conclusively deemed to have elected to obtain a return of the Xxxxxxx Money Deposit Money, payment of the Purchaser’s Transaction Expenses and Buyer’s Reimbursable Costs to terminate this Contract as provided in (a) above, Seller shall . Purchaser waives and relinquishes the right to any other remedy other than as specified in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damagesthis Section 12.1. Notwithstanding the foregoing, nothing contained or any other provision in this Contract to the contrary, (i) if the transaction contemplated herein shall limit is not consummated because of a default on the part of Seller that is not cured within five (5) Business Days after written notice from Purchaser, (ii) Purchaser seeks specific performance in full compliance with the foregoing provisions, and (iii) Seller voluntarily transfers and conveys the Property or any portion thereof to another party that makes specific performance unavailable to Purchaser, Purchaser may bring an action for Purchaser’s damages resulting from such transfer that will be deemed to include the excess of consideration received by Seller in connection with Seller’s transfer and conveyance of Property to a party other than Purchaser in excess of the Purchase Price and Purchaser will receive a refund of the Xxxxxxx Money. The exercise by Purchaser of any of the remedies Buyer set forth in this Section 12.1 shall have to enforce any rights it has against not limit or affect the liability of Seller under any indemnities contained in this Contract, any obligations of Seller that survive the indemnity provisions termination of Sections 13 this Contract by their express terms, or the right of either party to recover attorneys' fees, costs and 34expenses as provided in Section 12.3 below.

Default by Seller. In the event that Seller fails to consummate this Agreement for any reason other than Purchaser’s default or the sale permitted termination of this Agreement by Seller or Purchaser as herein expressly provided or in the Property is not consummated because event of the a material Seller default of Sellerprior to Closing, Buyer mayPurchaser shall be entitled, as its sole and exclusive remedy for such defaultremedy, either (ia) terminate this Agreement by written notice to Seller and Escrow Holder, in which event receive the return of the Xxxxxxx Money Deposit shall be immediately returned to Buyer and reimbursement from Seller shall reimburse Buyer for the reasonable of all out-of-pocket expenses reasonably incurred by Buyer solely Purchaser in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen One Hundred Thousand and No/100 Dollars ($15,000,00100,000.00) (in the aggregate), which reimbursement receipt shall be subject operate to Buyer providing evidence to terminate this Agreement and release Seller from any and all liability hereunder except that this provision shall not limit the indemnification obligations of Seller contained in reasonable detail Section 8.1 or the obligations of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))Seller under Section 11.2, or (iib) seek to enforce specific performance of Seller’s obligation to execute the documents required to convey the Property to Purchaser, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Except as set forth above in this Agreement, In Section 6.2 and in the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement last sentence of this Section 16.16.2, Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder. Except Purchaser shall be deemed to have elected to terminate this Agreement under clause (a) above if Purchaser fails to file suit for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has specific performance against Seller under in a court having jurisdiction in the indemnity provisions county and state in which the Property is located, on or before sixty (60) days following the Closing Date. Nothing in this Section 6.2 shall be construed as a waiver of Sections 13 Purchaser’s rights and 34remedies relating to a breach of Seller’s representations or warranties or for a breach of any post-Closing obligations of Seller.

Default by Seller. In If the event the sale of the Property transaction is not consummated because as a result of the a default of by Seller, Buyer maythen Buyer, as its sole and exclusive remedy for such defaultonly remedies hereunder, to the exclusion of all other potential remedies under this Agreement, at law or in equity, may either (i) terminate this Agreement by written delivery of notice of termination to Seller and Escrow HolderSeller, in which event whereupon (A) the Xxxxxxx Exxxxxx Money Deposit plus interest accrued thereon shall be immediately returned to Buyer (less the Non-Refundable Payment, which shall be retained by Seller), and (B) Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject pay to Buyer providing evidence to Seller its Expense Reimbursement, in reasonable detail which case neither Party shall have any further rights or obligations hereunder other than those rights and obligations which expressly survive termination of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), this Agreement; or (ii) seek continue this Agreement pending Buyer’s action for specific performance, provided, however, that any such action for specific performance shall be filed and served by Buyer within thirty (30) days of the date which is the later of (x) the termination of this Agreement by Seller, or (y) the date on which Buyer has Actual Knowledge of the event or occurrence comprising the alleged default on the part of Seller, it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to be Buyer’s election to waive and relinquish any rights to enforce specific performance of this Agreement, . In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event shall Seller be liable to Buyer in connection with any breach or default on the part of Seller under this Agreement for any actualincidental, punitivespecial, speculativeexemplary, punitive or consequential damages, including, without limitation, loss of profits or other damagesrevenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to use the Property. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34.Buyer’s Initials RFM

Default by Seller. Except where due to the occurrence of a Section 19.n. Force Majeure event or an Event of Default by Purchaser, in the event that: (i) Seller’s fails to satisfy any condition precedent set forth at Section 12.1(a), 12.1 (b) or 12.1(c) hereof, and Seller shall not have cured said failure within ten (10) business days after written notice thereof from Purchaser, then such failure shall constitute an “Event of Default” by Seller hereunder. In the event the sale Event of the Property is not consummated because of the default of Default by Seller, Buyer mayas defined pursuant to this Section 18, as its sole and exclusive remedy for such default, either Purchaser shall be entitled to either: (ia) terminate this Agreement by written notice to Seller and Escrow Holderwithin ten (10) days of the occurrence of the Event of Default, in which event Purchaser shall be entitled to receive an immediate refund of the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Deposit, together with reimbursement from Seller shall reimburse Buyer for the reasonable of all of Purchaser’s out-of-pocket expenses costs and expenses, including without limitation reasonable legal fees and expenses, actually incurred in connection with: (i) its due diligence investigations; (ii) the Survey (ii) the Title Commitment; (iv) Purchaser’s proposed financing of the acquisition of the Property; and (v) all other costs incurred by Buyer solely Purchaser in connection with the negotiations or performance of this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), Agreement; or (iib) seek to enforce pursue specific performance of this AgreementAgreement against Seller; provided, In however, that Seller shall not be entitled to pursue such specific performance in the event Seller interferes with that the release subject Event of the Xxxxxxx Money Deposit Default arose out of Seller’s failure to Buyerdeliver to Purchaser at Closing those items required pursuant to Sections 11.1(g), then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above(h), Seller shall in no event be liable to Buyer for any actual(i), punitive(j), speculative(1), consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34(n) and/or (o) hereof.

Default by Seller. In the event the sale If Seller fails to perform any obligation of the Property is not consummated because of the default of Seller, Buyer may, as its sole and exclusive remedy for such default, either (i) terminate Seller under this Agreement prior to or at any Closing and does not cure such failure (a) within five (5) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to timely deliver Closing Documents or authorize Closing if and when required of Seller for Closing to occur under this Agreement, or (b) within fifteen (15) Business Days after receipt of written notice from Buyer asserting such failure, if Seller fails to perform any other obligation of Seller (any such failure, if not cured within such period, being a “Seller Default”), then Buyer will elect by giving written notice to Seller and Escrow HolderAgent within thirty (30) days after the occurrence of such Seller Default, as Buyer’s sole and exclusive remedy against Seller, either to (i) terminate this Agreement, in which event Buyer shall receive a return of the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Deposit, Seller shall reimburse Buyer for the actual, reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”)third-party costs, not to exceed Fifteen Three Million Seven Hundred Eighty Thousand and No/100 Dollars ($15,000,003,780,000.00) in the aggregate (which reimbursement amount shall be subject reduced in the same proportion as any reduction to the Purchase Price following designation of any Site or Sites as Excluded Sites), incurred by Buyer providing evidence to Seller in reasonable detail performing due diligence for the transaction contemplated by this Agreement, and except for Obligations Surviving Termination, neither of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))the Parties will have any further liability or obligation under this Agreement, or (ii) seek to enforce bring a suit for specific performance against Seller to compel Seller to convey the Property to Buyer as required under this Agreement; provided, however that as a condition precedent to Buxxx’s pursuit of any action for specific performance, Buyer (x) must have fully and timely performed all of Buyer’s obligations and made all deliveries (other than the delivery of the balance of the Purchase Price) required to be performed or delivered on or before the Closing Date, (y) must maintain the full Deposit in escrow until and during the pendency of such action, and (z) must demonstrate to the court Buyer’s ability to fund on the Closing Date (and upon any subsequent award of specific performance of such conveyance) the full amount of the Purchase Price. Buyer shall be deemed to have elected to terminate this Agreement (as provided in Section 6.1(i) above) if Buyer does not deliver to Seller written notice of Buyer’s intent to file a cause of action for specific performance against Seller on or before sixty (60) days after such Seller Default, or having timely given Seller such notice, fails to file and serve Seller with a lawsuit asserting such cause of action within thirty (30) days after such notice. Unless otherwise expressly stated in this Agreement, In Buyer specifically waives all other rights and remedies, including, without limitation, the event right to damages other than the reimbursement of costs as expressly set forth in clause (i) above; provided, that if Seller interferes with in bad faith conveys the release Property after the Effective Date to a third party in breach of this Agreement so as to frustrate the availability of the Xxxxxxx Money Deposit to Buyerremedy of specific performance, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have the right to enforce any rights it has pursue a claim against Seller under for actual damages caused to Buyer by such intentional breach of Seller, subject to the indemnity provisions of Sections 13 and 34Maximum Amount set forth in Section 6.3(b).

Default by Seller. In the event that Seller should fail to consummate the sale transactions contemplated by this Agreement for any reason, excepting Purchaser’s default or the failure of any of the Property is not consummated because of conditions to Seller’s obligations hereunder to be satisfied or waived, then, after notice and five (5) business days to cure, Purchaser shall have the default of Seller, Buyer may, as its sole and exclusive remedy for such default, either right to: (i) terminate this Agreement by giving prompt written notice thereof to Seller and Escrow HolderSeller, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer Purchaser and Seller shall reimburse Buyer Purchaser for the reasonable Purchaser’s out-of-pocket expenses incurred by Buyer solely costs in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”)transaction, not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), ; or (ii) seek to specifically enforce specific performance the terms of this Agreement; provided, In however, that in the event that such failure of Seller interferes with the release of the Xxxxxxx Money Deposit to Buyerwas beyond Seller’s reasonable control, then Seller Purchaser’s sole remedy shall be liable for to so terminate this Agreement under subparagraph (i) above. Purchaser’s rights in the preceding sentence shall be Purchaser’s sole and exclusive remedies under this Agreement, unless Seller’s default is its intentional failure to convey title to the Property to Purchaser, in which event, Purchaser may pursue any and all reasonable attorneys’ fees and other costs and expenses which Buyer may incur remedies available to it at law or in connection with Buyer’s enforcement of this Section 16.1equity. Except for Purchaser must elect to exercise its rights under subparagraph (i) or (ii) above within thirty (30) days after Purchaser declares Seller in default. If Purchaser fails to make such election within said 30-day period, Purchaser shall be deemed to have elected the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller remedy under the indemnity provisions of Sections 13 and 34clause (i) hereof.

Default by Seller. In If the event the sale of the Property transaction is not consummated because as a result of the a default of by Seller, Buyer maythen Buyer, as its sole and exclusive remedy for such defaultonly remedies hereunder, to the exclusion of all other potential remedies under this Agreement, at law or in equity, may either (i) terminate this Agreement by written delivery of notice of termination to Seller and Escrow HolderSeller, in which event whereupon (A) the Xxxxxxx Money Deposit plus interest accrued thereon shall be immediately returned to Buyer Buyer, and (B) Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject pay to Buyer providing evidence to Seller its Expense Reimbursement, in reasonable detail which case neither Party shall have any further rights or obligations hereunder other than those rights and obligations which expressly survive termination of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), this Agreement; or (ii) seek continue this Agreement pending Buyer’s action for specific performance, provided, however, that any such action for specific performance shall not include an action for damages and shall be filed and served by Buyer within thirty (30) days of the date which is the later of (x) the termination of this Agreement by Seller, or (y) the date on which Buyer has Actual Knowledge of the event or occurrence comprising the alleged default on the part of Seller, it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to be Buyer’s election to waive and relinquish any rights to enforce specific performance of this Agreement, . In the event Buyer files an action for specific performance in accordance with subparagraph (ii) above and Seller interferes with the release of the Xxxxxxx Money Deposit to Buyerprevails in such action, then Seller in addition to its obligations under Section 15(l) below, Buyer shall be liable obligated to pay to Seller an amount equal to the Specific Performance Amount as liquidated damages in order to compensate Seller for all reasonable attorneys’ fees actual costs, damages and other costs and expenses which Buyer may incur in connection with losses, as well as lost opportunity costs, suffered by Seller due to its inability to sell the Property to a third party pending the resolution of Buyer’s enforcement specific performance action. Buyer acknowledges that the damages suffered by Seller due to a delay in selling the Property are difficult to determine and that the Specific Performance Amount has been agreed upon, after negotiation, as the parties’ reasonable estimate of this Section 16.1such Seller’s damages. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in In no event shall Seller be liable to Buyer in connection with any breach or default on the part of Seller under this Agreement for any actualincidental, punitivespecial, speculativeexemplary, punitive or consequential damages, including, without limitation, loss of profits or other damagesrevenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to use the Property. Notwithstanding anything to the foregoingcontrary herein, nothing contained herein Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the “Buyer Parties”) hereby agrees that in no event or circumstance shall limit any of the remedies Buyer shall members, partners, employees, representatives, officers, directors, agents, property management company, affiliated or related entities of Seller or Seller’s property management company (collectively, the “Seller Parties”) have to enforce any rights it has against Seller personal liability under the indemnity provisions of Sections 13 and 34.this Agreement. Buyer’s Initials

Default by Seller. In Notwithstanding any provision in this Agreement to the event the sale contrary, if Closing of the Property is purchase and sale transaction provided for herein does not consummated because occur as herein provided by reason of the any default of Seller, Buyer Purchaser may, as its Purchaser’s sole and exclusive remedy for such defaultremedies, either (i) terminate this Agreement elect by written notice to Seller and Escrow Holderwithin five (5) Business Days following the scheduled Closing Date, to either (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit Seller shall be immediately returned obligated to Buyer and Seller shall promptly reimburse Buyer Purchaser for the reasonable out-of-its actual out of pocket expenses costs incurred by Buyer solely in connection with this Agreement from or the Effective Date until notice Property including, but not limited to, the negotiation of Sellerthis Agreement, Purchaser’s default due diligence with respect to the Property, Purchaser’s financing with respect to the Property (the “Reimbursable Costs”including, but not limited to, good faith deposits, commitment fees, and costs of hedging and other rate lock contracts), and all of Purchaser’s legal fees and expenses related thereto, not to exceed Fifteen Thousand exceed, however, $700,000.00 with respect to this Agreement and No/100 Dollars ($15,000,00) (which reimbursement the Other Property Agreements in the aggregate, and Purchaser shall be subject receive from the Title Company the Xxxxxxx Money Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))the Termination Surviving Obligations, or (iib) seek to enforce pursue specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then so long as any action or 48 proceeding commenced by Purchaser against Seller shall be liable for all reasonable attorneys’ fees filed and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return served within thirty (30) days of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided abovescheduled Closing Date, and, in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller shall for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be liable obligated to Buyer for undertake any actualof the following (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (C) secure any permit with respect to the Property or Seller’s conveyance thereof; or (D) expend any money to repair, punitive, speculative, consequential improve or other damagesalter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein shall limit provided in the remedies Buyer shall have event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to enforce any rights it has against Seller under the indemnity terms and provisions of Sections 13 and 34this Agreement.

Default by Seller. (a) In the event that breaches shall have occurred prior to Closing as described in Sections 4.1(a) and/or 4.1(b), and the sale aggregate Purchaser’s Losses thereunder do not or are not reasonably expected to exceed the Materiality Threshold, then if Purchaser’s Losses exceed or are reasonably expected to exceed, in the aggregate, Nine Hundred Thirty Five Thousand Dollars ($935,000.00), each breaching Seller shall be obligated to provide Purchaser with a credit against the portion of the Property Purchase Price allocated to its Shopping Center in the amount obtained when the difference between the aggregate Purchaser’s Losses and Nine Hundred Thirty Five Thousand Dollars ($935,000.00), is not consummated because multiplied by a fraction in which the numerator is the amount of Purchaser’s Losses with respect to a breaching Seller’s Shopping Center and the denominator is the total amount of Purchaser’s Losses for all of the default of Seller, Buyer maybreaching Sellers’ Shopping Centers, as its Purchaser’s sole and exclusive remedy for such defaultremedy, either (i) and Purchaser shall have no right to terminate this Agreement by written notice to Seller and Escrow Holderas a result of Sections 4.1(a) or 4.1(b). For the avoidance of doubt, in which the event the Xxxxxxx Money Deposit shall be immediately returned aggregate Purchaser’s Losses with respect to Buyer and Seller shall reimburse Buyer for such breaches prior to Closing are less than or equal to Nine Hundred Thirty Five Thousand Dollars ($935,000.00) (any such Purchaser’s Losses, in the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (aggregate, the “Reimbursable CostsUncredited Purchaser’s Losses”), not Purchaser shall have no rights or remedies hereunder with respect to exceed Fifteen Thousand such breaches and No/100 Dollars ($15,000,00) (which reimbursement such breaches shall be subject deemed to Buyer providing evidence be forever waived, except to Seller the extent provided in reasonable detail Section 12.6 or Section 15.13 hereof or such claim arises out of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34fraud.

Default by Seller. In If the event Closing shall not occur by reason of Seller’s default under this Agreement or the sale failure of satisfaction of the Property is conditions benefiting Buyer under Section 4 above or the termination of this Agreement in accordance with Section 4 or Section 6 herein, then the Deposit (less the Independent Consideration, which shall be paid to Seller) shall be returned to Buyer, and neither party shall have any further obligation or liability to the other (other than those obligations that expressly survive a termination of this Agreement); provided, however, if the Closing shall not consummated because of the default occur by reason of Seller’s default, then Buyer may, shall be entitled as its sole and exclusive remedy for such default, to either (ia) specifically enforce this Agreement, but an action for specific performance must be commenced within sixty (60) days after the last scheduled Closing Date pursuant to the terms of this Agreement or be forever barred, or (b) terminate this Agreement by written notice to Seller and Escrow Holderobtain a return of the Deposit (less the Independent Consideration, in which event the Xxxxxxx Money Deposit shall be immediately returned paid to Seller), but no other action, for damages or otherwise, shall be permitted. In the event that specific performance is not available and Buyer and terminates this Agreement pursuant to this Section 9.1, then Seller shall reimburse Buyer for the reasonable Buyer’s reasonable, actual out-of-pocket fees and expenses incurred by Buyer solely in connection with this Agreement from its inspection and investigation of the Effective Date until notice of Seller’s default (the “Reimbursable Costs”)Property, not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of including Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur incurred in connection with Buyer’s enforcement the negotiation of this Section 16.1. Except for Agreement and the return of Access Agreement, in an aggregate amount not to exceed Fifty Thousand and No/100 U.S. Dollars ($50,000.00) (the Xxxxxxx Money Deposit and Buyer’s Reimbursable “Pursuit Costs”); provided, however, such Pursuit Costs as provided above, Seller shall not preclude Buyer from collecting attorneys’ fees in no event be liable to Buyer for any actual, punitive, speculative, consequential connection with a suit or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has proceeding against Seller under pursuant to Section 10.10 hereof if Buyer is the indemnity provisions of Sections 13 and 34prevailing party in any such action.

Default by Seller. In If Seller fails to sell and convey the event Property to Buyer pursuant to and as required by this Agreement when Seller would be obligated under the terms of this Agreement to consummate the sale of the Property is not consummated because Property, Buyer’s sole remedy shall be to elect one of the default of Seller, Buyer may, as its sole and exclusive remedy for such default, either following: (ia) to terminate this Agreement by written notice to Seller and Escrow HolderAgreement, in which event Buyer shall be entitled to the return by the Escrow Agent to Buyer of the Xxxxxxx Money Deposit Money, in which event neither party shall have any further rights or obligations under this Agreement, except as provided in Sections 2.2, 2.3, 6.5, and 10.2 of this Agreement, and/or (b) to bring a suit for specific performance provided that any suit for specific performance must be immediately returned brought within ninety (90) days of Seller’s failure to convey the Property to Buyer, to the extent permitted by law, Buyer waiving the right to bring suit at any later date. This Agreement confers no present right, title or interest in the Property to Buyer and Buyer agrees not to file a lis pendens or other similar notice against the Property except in connection with, and after, the proper filing of a suit for specific performance. If Buyer elects to terminate this Agreement, Seller shall reimburse Buyer for the reasonable Buyer’s direct and actual damages, including without limitation all of its out-of-pocket costs and expenses incurred by Buyer solely in connection with (including reasonable attorneys’ fees, costs and disbursements) related to the negotiation of this Agreement from and the Effective Date until notice of Sellertransactions contemplated hereby and Buyer’s default (the “Reimbursable Costs”)due diligence, in an amount not to exceed Fifteen Thousand $200,000.00. For the avoidance of doubt, Buyer and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Seller agree that neither Buyer providing evidence to can acquire nor Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release may sell less than all of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement Property notwithstanding any statement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34Allocated Value.

Default by Seller. In the event the sale of the Property is not consummated because of the default of by Seller, Buyer mayBuyer, as its Buyer’s sole and exclusive remedy for such defaultremedies, either may elect either: (i) to terminate this Agreement by written notice to Seller and Escrow Holder, receive reimbursement of the Xxxxxxx Money (including all interest thereon) in which event both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement; or (ii) to file, within thirty (30) days of the Closing Date, an action for specific performance of Seller’s express obligations hereunder, without abatement of, credit against, or reduction in the Purchase Price. Neither Escrowholder nor Seller shall be obligated to return the Xxxxxxx Money Deposit shall be immediately returned (including all interest thereon) to Buyer unless Buyer gives Seller and Escrowholder written notice terminating all of Buyer’s interest in the Property and this Agreement; provided, however, that failure of Buyer to give Seller such notice shall not be construed to expand Buyer’s rights or remedies in any manner. Further, in the event of termination of this Agreement as a result of a default by Seller, Seller shall reimburse Buyer for Buyer’s actual, reasonable, out of pocket third party legal fees and due diligence costs, each incurred prior to the reasonable out-of-pocket expenses effective date of such termination, in a total combined amount not to exceed the sum of One Hundred Thousand Dollars ($100,000.00), which obligation of Seller shall survive any termination of this Agreement. Seller shall cause such reimbursement to be made to Buyer not later than ten (10) business days after receipt by Seller of paid invoices or other written evidence of such costs having been incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release payment of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34same.

Default by Seller. In the event the sale of the Property is not consummated because of the default of Seller, Buyer may, as its sole and exclusive remedy for such default, either If (i) terminate Seller shall default in any of its material obligations to be performed on the Closing Date or (ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this Agreement by written clause (ii) only, such default shall continue for 5 days after notice to Seller, then Purchaser as its SOLE AND EXCLUSIVE REMEDY by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal course of conduct, the right to bring such actions or proceedings being expressly and voluntarily waived by Purchaser, to the extent legally permissible, following and upon advice of its counsel) shall have the right, subject to the other provisions of this Section 16.2, (i) to seek to obtain specific performance of Seller’s obligations hereunder or (ii) to receive from Seller a return of the Deposit and Escrow Holderup to $300,000 for Purchaser’s reasonable, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable documented out-of-pocket costs and expenses actually and directly incurred by Buyer solely Purchaser in connection with the negotiation of this Agreement from the Effective Date until notice of Sellerand Purchaser’s default diligence investigation (the “Reimbursable Costs”), such amount shall not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))addition to, or (ii) seek duplicative of, the amount for cost reimbursement set forth in the second to enforce specific performance last paragraph of Article 6, it being the intent of the parties that Purchaser is capped at $300,000 for all such costs and expenses to be recovered from Seller). Upon such return and delivery, this Agreement shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Nothing contained in this Section 16.2 shall diminish Purchaser’s remedies, post-Closing to the extent expressly set forth in Sections 17.3, 17.4 and 17.5.2 of this Agreement. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 16.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to BuyerAND ABSENT FRAUD AND EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 17.3, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.117.4 AND 17.5.2, SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided aboveUNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, Seller shall in no event be liable to Buyer for any actualCONSEQUENTIAL, punitivePUNITIVE, speculativeSPECULATIVE OR INDIRECT DAMAGES, consequential or other damages. Notwithstanding the foregoingALL OF WHICH PURCHASER SPECIFICALLY WAIVES, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT.

Default by Seller. In If Seller defaults in its obligations to sell and convey the event the sale of the Property is not consummated because of the default of SellerInterests to Buyer pursuant to this Agreement, Buyer may, as its Buyer’s sole and exclusive remedy for such default, either shall be to elect one of the following: (ia) to terminate this Agreement by written notice to Seller and Escrow HolderAgreement, in which event the Xxxxxxx Money Deposit Buyer shall be immediately returned entitled to the return by the Escrow Holder to Buyer of the Deposit; provided, however, in the event of Seller Willful Default (as defined below), then, in addition to the return of the Deposit, Buyer shall be reimbursed by Seller for all of Buyer’s third party reasonable, actual and Seller shall reimburse Buyer for the reasonable documented out-of-pocket costs and expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”)including, not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costswithout limitation, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and disbursements and third party due diligence costs), in an amount not to exceed $100,000.00 in the aggregate, or (b) to bring a suit for specific performance provided that any suit for specific performance must be brought as to the Interests within 30 days of the Closing Date, Buyer’s waiving the right to bring suit at any later date to the extent permitted by law. This Agreement confers no present right, title or interest in the Interests or the Property to Buyer and Buyer agrees not to file a lis pendens or other costs and expenses which Buyer may incur similar notice against the Real Property except in connection with Buyer’s enforcement with, and after, the proper filing of a suit for specific performance. If specific performance is not available as remedy due to the action of Seller, Buyer shall be deemed to have chosen clause (a) of this Section 16.113.2. Except As used herein, “Seller Willful Default” shall mean Seller’s willful refusal to close hereunder in accordance with the terms of this Agreement, provided either: (i) specific performance is not available to Buyer as a remedy or (ii) (1) the reasons for Buyer’s refusal to close hereunder do not include conditions beyond Seller’s control or the return unmarketability of title; and (2) Purchaser has satisfied all conditions then required to be satisfied by it under this Agreement, is not otherwise in default under this Agreement and is ready, willing and able to perform all of its obligations under this Agreement. Nothing in this Section 13.2 shall (A) prevent or preclude any recovery of attorneys’ fees or other costs incurred by Buyer pursuant to Section 15.5 or (B) impair or limit the effectiveness or enforceability of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, indemnification obligations of Seller shall contained in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34Section 14 hereof.

Default by Seller. In the event If Seller fails, without legal excuse, to complete the sale of the Property is not consummated because in accordance with the terms of the default of Sellerthis Agreement or otherwise defaults hereunder, Buyer maymay elect to pursue any remedy provided by law or in equity, as its sole and exclusive remedy for such default, either (i) terminate including termination of this Agreement by written notice and suit for damages and specific enforcement in a proper case. If Seller's default consists of its failure to Seller and Escrow Holdertender at Closing its deliveries as described at Section 7.2, then Buyer may elect to terminate the Agreement, in which event case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Buyer, Seller shall pay to Buyer the Contribution described below, Buyer shall have no other remedy for Seller's default, and the parties shall have no further obligations hereunder except under those provisions intended to survive the termination of this Agreement. It is understood that nothing in the preceding sentence is intended to limit or impair Buyer's remedies for Seller's breach unless Buyer elects the remedies described in the preceding sentence, and that if Buyer has the right to the remedies described in the preceding sentence but elects not to seek those remedies (as it may elect or not in its sole discretion), then Buyer shall have the right to seek all remedies available at law and in equity, including specific performance in a proper case and all provable damages. The Contribution is the sum of Three Hundred Fifty Thousand Dollars (US$350,000.00) and is intended (a) to reimburse Buyer for the reasonable out-of-pocket Buyer's costs and expenses incurred by Buyer solely payable to third parties in connection with its due diligence relating to the Property, and (b) to compensate Buyer for Buyer's time and expenses relating to the negotiations contemplated hereunder and the time of Buyer's executives to make the necessary arrangements to organize and finance this transaction, all of which losses would otherwise be difficult to ascertain. If Buyer elects to receive the Contribution and Seller pays it, then Buyer within ten (10) days after receipt of the Contribution shall convey and deliver to Seller possession and all of Buyer's right, title, and interest in and to all analyses, maps, reports, studies, surveys, and other documents owned or possessed by Buyer and relating to the Property. The parties expressly acknowledge and agree that the Contribution is reasonable in light of Buyer's time, opportunity cost and expenditures to examine the Property, to negotiate this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not and to exceed Fifteen Thousand conduct due diligence both before and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance following execution of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34.

Default by Seller. In If the event transaction herein provided shall not be closed by reason of Seller’s default under this Agreement in a material respect or the sale failure of the Property satisfaction of conditions benefiting Buyer under Section 4, which is not consummated because cured or satisfied on or before the sooner to occur of December 28, 2006 or ten (10) days after written notice thereof by Buyer to Seller or the default termination of this Agreement in accordance with Section 6, then the Escrow Deposit shall be returned to Buyer, and neither party shall have any further obligation or liability to the other (other than those obligations that expressly survive a termination of this Agreement); provided, however, if the transactions hereunder shall fail to close solely by reason of Seller’s default, in a material respect, and Buyer mayis not in default in any material respect, then Buyer shall be entitled to (i) specifically enforce this Agreement as its sole and exclusive remedy (and Buyer shall not be entitled to bring any other action, for such defaultdamages or otherwise, either by reason of a default by Seller prior to Closing except as provided in (iiii) below), but specific performance may not be granted or awarded except pursuant to an arbitration proceeding commenced under Section 10.10, within ninety (90) days after the Closing Date, or (ii) terminate this Agreement by written notice to Seller and Escrow HolderAgreement, in which event the Xxxxxxx Money Escrow Deposit shall be immediately returned to Buyer and neither party shall have any further rights or obligations hereunder. Notwithstanding the foregoing, if Buyer elects to terminate this Agreement as a result of Seller’s default in a material respect or as a result of a representation and warranty that was not true in a material respect as of the date when made and was not known by Buyer prior to the expiration of the Due Diligence Period to be untrue in a material respect, or which became materially untrue after the date when made as a result of Seller’s actions or omissions, Seller shall reimburse Buyer for the up to Three Hundred Thousand Dollars ($300,000.00) of Buyer’s documented, reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34transaction.

Default by Seller. In If the event the sale of the Property transaction is not consummated because as a result of the a default of by Seller, Buyer maythen Buyer, as its sole and exclusive remedy for such defaultonly remedies hereunder, to the exclusion of all other potential remedies under this Agreement, at law or in equity, may either (i) terminate this Agreement by written delivery of notice of termination to Seller and Escrow HolderSeller, in which event whereupon (A) the Xxxxxxx Money Deposit plus interest accrued thereon shall be immediately returned to Buyer Buyer, and (B) Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject pay to Buyer providing evidence to Seller its Expense Reimbursement, in reasonable detail which case neither Party shall have any further rights or obligations hereunder other than those rights and obligations which expressly survive termination of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), this Agreement; or (ii) seek continue this Agreement pending Buyer’s action for specific performance, provided, however, that any such action for specific performance shall not include an action for damages and shall be filed and served by Buyer within thirty (30) days of the date which is the later of (x) the termination of this Agreement by Seller, or (y) the date on which Buyer has Actual Knowledge of the event or occurrence comprising the alleged default on the part of Seller, it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to be Buyer’s election to waive and relinquish any rights to enforce specific performance of this Agreement, . In the event Buyer files an action for specific performance in accordance with subparagraph (ii) above and Seller interferes with the release of the Xxxxxxx Money Deposit to Buyerprevails in such action, then Seller in addition to its obligations under Section 15(l) below, Buyer shall be liable obligated to pay to Seller an amount equal to the Specific Performance Amount as liquidated damages in order to compensate Seller for all reasonable attorneys’ fees actual costs, damages and other costs and expenses which Buyer may incur in connection with losses, as well as lost opportunity costs, suffered by Seller due to its inability to sell the Property to a third party pending the resolution of Buyer’s enforcement specific performance action. Buyer acknowledges that the damages suffered by Seller due to a delay in selling the Property are difficult to determine and that the Specific Performance Amount has been agreed upon, after negotiation, as the parties’ reasonable estimate of this Section 16.1such Seller’s damages. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in In no event shall Seller be liable to Buyer in connection with any breach or default on the part of Seller under this Agreement for any actualincidental, punitivespecial, speculativeexemplary, punitive or consequential damages, including, without limitation, loss of profits or other damagesrevenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to use the Property. Notwithstanding anything to the foregoingPurchase and Sale Agreement contrary herein, nothing contained herein shall limit Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the remedies “Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34.Parties”) hereby agrees that IN NO EVENT OR CIRCUMSTANCE SHALL ANY OF THE DIRECT OR INDIRECT MEMBERS, PARTNERS, EMPLOYEES, REPRESENTATIVES, OFFICERS, DIRECTORS, AGENTS, PROPERTY MANAGEMENT COMPANY, AFFILIATED OR RELATED ENTITIES OF SELLER OR SELLER’S PROPERTY MANAGEMENT COMPANY (COLLECTIVELY, THE “SELLER PARTIES”) HAVE ANY PERSONAL LIABILITY UNDER THIS AGREEMENT. Buyer’s Initials

Default by Seller. In If the event the sale of the Property transaction is not consummated because as a result of the a default of by Seller, Buyer maythen Buyer, as its sole and exclusive remedy for such defaultonly remedies hereunder, to the exclusion of all other potential remedies under this Agreement, at law or in equity, may either (i) terminate this Agreement by written delivery of notice of termination to Seller and Escrow HolderSeller, in which event whereupon (A) the Xxxxxxx Money Deposit plus interest accrued thereon shall be immediately returned to Buyer Buyer, and (B) Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject pay to Buyer providing evidence to Seller its Expense Reimbursement, in reasonable detail which case neither Party shall have any further rights or obligations hereunder other than those rights and obligations which expressly survive termination of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), this Agreement; or (ii) seek continue this Agreement pending Buyer’s action for specific performance, provided, however, that any such action for specific performance shall not include an action for damages and shall be filed and served by Buyer within forty-five (45) days of the date which is the later of (x) the termination of this Agreement by Seller, or (y) the date on which Buyer has Actual Knowledge of the event or occurrence comprising the alleged default on the part of Seller, it being the intent of the Parties hereto that any failure of Buyer to meet the time deadline set for filing shall be deemed to be Buyer’s election to waive and relinquish any rights to enforce specific performance of this Agreement, . In the event Buyer files an action for specific performance in accordance with subparagraph (ii) above and Seller interferes with prevails in such action, then in addition to its obligations under Section 15(l) below, Buyer shall be obligated to pay to Seller an amount equal to the release Specific Performance Amount as liquidated damages in order to compensate Seller for actual costs, damages and losses, as well as lost opportunity costs, suffered by Seller due to its inability to sell the Property to a third party pending the resolution of Buyer’s specific performance action. Buyer acknowledges that the damages suffered by Seller due to a delay in selling the Property are difficult to determine and that the Specific Performance Amount has been agreed upon, after negotiation, as the parties’ reasonable estimate of such Seller’s damages. If the transaction is not consummated as a result of a default by Seller that is an intentional, willful refusal by Seller to convey the Property to Buyer for the purpose of selling the Property to a third-party (a “Willful Default”) (and no default on the part of Buyer then exists), then Buyer, as its sole and only remedies hereunder, to the exclusion of all other potential remedies under this Agreement, at law or in equity, may either (i) terminate this Agreement by delivery of notice of termination to Seller, Purchase and Sale Agreement whereupon (A) the Xxxxxxx Money Deposit plus interest accrued thereon shall be immediately returned to Buyer, then and (B) Seller shall be liable for all reasonable attorneys’ fees pay to Buyer the sum of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000) (the “Willful Default Payment”), in which case neither Party shall have any further rights or obligations hereunder other costs than those rights and expenses obligations which Buyer may incur in connection with expressly survive termination of this Agreement; or (ii) waive any right to the Willful Default Payment and continue this Agreement pending Buyer’s enforcement of this Section 16.1. Except action for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs specific performance as provided abovein, Seller shall and subject to, the foregoing terms and conditions regarding any suit for specific performance brought by Buyer. THE PARTIES HAVE AGREED THAT BUYER’S ACTUAL DAMAGES, IN THE EVENT OF A WILLFUL DEFAULT BY SELLER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE WILLFUL DEFAULT PAYMENT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF BUYER’S DAMAGES FROM A WILLFUL DEFAULT. Notwithstanding anything to the contrary in this Agreement, (i) in no event shall Seller be liable to Buyer in connection with any breach or default on the part of Seller under this Agreement for any actualincidental, punitivespecial, speculativeexemplary, punitive or consequential damages, including, without limitation, loss of profits or other damagesrevenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Property, or inability to use the Property, and (ii) in no event or circumstance shall any of the members, partners, employees, representatives, officers, directors, agents, advisors, property management company, affiliated or related entities of Seller or Seller’s property management company (collectively, the “Seller Parties”) have any personal liability under this Agreement. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34.Buyer’s Initials Seller’s Initials

Default by Seller. In the event the sale of the Property as contemplated hereunder is not consummated because of the due to default of Sellerby Seller hereunder, Buyer mayshall be entitled, as its sole and exclusive remedy for such Seller's default, either (ia) terminate this Agreement by written notice to receive the return of the Option Payment and the Deposit (together with all interest accrued thereon), and to recover from Seller and Escrow Holder, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable out-of-Buyer's actual third party out of pocket expenses costs incurred by Buyer solely in connection with this Agreement from Buyer's due diligence (which costs, together with any costs incurred by Xxxxx Xxxxxxxx in connection with the Effective Date until notice of Seller’s default (the “Reimbursable Costs”)601 Property and King Street Property, shall not to exceed Fifteen Two Hundred Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00200,000)), ; or (iib) seek to enforce specific performance of Seller's obligation to convey the Property to Buyer in accordance with the terms of this Agreement, In it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Except as otherwise expressly provided in this Section 19.2 above, Buyer expressly waives its rights to seek damages in the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller Seller's default hereunder. Buyer shall be liable deemed to have elected to terminate this Agreement if Buyer fails to file suit for all reasonable attorneys’ fees specific performance against Seller in a court having jurisdiction in the county and other costs and expenses state in which Buyer may incur in connection with Buyer’s enforcement the Real Property is located, on or before one hundred twenty (120) days following the date upon which Closing was to have occurred. Notwithstanding the above provisions of this Section 16.1. Except for 19.2 to the return contrary, Buyer shall be entitled to seek damages against Seller as allowed by applicable law in the event that Buyer shall be prevented from obtaining specific performance of Seller's obligation to convey title to the Property to Buyer as required under this Agreement by reason of Seller's grant or conveyance of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided aboveProperty, Seller shall in no event be liable any right or interest therein or any lien or encumbrance thereon to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34party.

Default by Seller. In If the sale of the Property is not consummated because of default under or breach of this Agreement on the part of Seller which remains uncured for ten (10) calendar days after Purchaser’s notice to Seller thereof, unless such default cannot be cured by the payment of money and cannot with due diligence be wholly cured within such ten (10) day period, in which case Seller shall have such longer period as shall be necessary to cure such default not to exceed twenty (20) calendar days after Purchaser’s notice to Seller, so long as Seller proceeds promptly to cure such default within such ten (10) day period, prosecutes such cure to completion with due diligence and advises Purchaser of the actions which Seller is taking and the progress being made, and all other conditions precedent to Closing have been satisfied or waived, Purchaser shall have the option, as its sole and exclusive remedy at law or in equity, to either: (a) terminate this Agreement by delivery of written notice of termination to Seller and, (i) in accordance with Section 3(a)(5), the Deposit shall be returned to Purchaser, (ii) Purchaser shall be entitled to recover from Seller all of its actual, out-of-pocket, third party professional fees incurred in connection with Purchaser’s investigation of the Property, including without limitation legal fees and environmental consultants’ and engineers’ fees and costs (and excluding fees or costs related to any financing obtained by Purchaser with respect to the Cash Portion), up to but not in excess of Fifty Thousand Dollars ($50,000.00), and (iii) thereafter, Purchaser and Seller shall each be released from all liability hereunder (except for those provisions which recite that they survive termination); or (b) continue this Agreement and seek the equitable remedy of specific performance. The foregoing options are mutually exclusive and are the exclusive rights and remedies available to Purchaser at law or in equity in the event the sale of the Property is not consummated because of the default of Seller, Buyer may, as its sole and exclusive remedy for such default, either (i) terminate this Agreement by written notice to Seller and Escrow Holder, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with this Agreement from the Effective Date until notice of Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), under or (ii) seek to enforce specific performance breach of this Agreement. Except as provided below, In the event Seller interferes with the release Purchaser hereby waives any and all rights it may now or hereafter have to pursue any other remedy or recover any other damages on account of the Xxxxxxx Money Deposit to Buyerany such breach or default by Seller, then Seller including, without limitation, loss of bargain, special, punitive, compensatory or consequential damages. Purchaser shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement deemed to have elected its remedy under clause (a) of this Section 16.1if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in Somerset County, New Jersey, on or before ninety (90) days following the date upon which Closing was to have occurred. Except for Notwithstanding the return foregoing provisions, if sale of the Xxxxxxx Money Deposit Property is not consummated because of willful default of this Agreement on the part of Seller beyond the applicable notice and Buyer’s Reimbursable Costs grace period as provided above, and specific performance is not a legally available remedy (because, by way of one example only, Seller has wrongfully conveyed the Property to a third party bona fide purchaser for value without notice), or specific performance is not an adequate remedy because Seller has materially diminished the value of the asset (including, by way of one example only, entering into a long term lease in violation of its covenant not to do so as provided in Section 9(b)), Purchaser shall be entitled to pursue all remedies available to Purchaser at law or in equity as a result of Seller’s breach or default for recovery of its direct damages excluding consequential and punitive damages, limited as hereafter provided, provided suit for recovery is commenced within ninety (90) days following the date upon which Closing was to have occurred hereunder, failing which all claims by Purchaser for damages pursuant to this sentence shall be waived and no event longer enforceable. Any damages that Purchaser may be liable entitled to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding receive as provided in the foregoing, nothing contained herein immediately preceding sentence shall limit not exceed $1,500,000.00 in the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34aggregate.

Default by Seller. In the event the sale Closing and the transactions contemplated hereby do not occur as herein provided by reason of the Property is not consummated because of the any default of Seller, Buyer Purchaser may, as its Purchaser’s sole and exclusive remedy for such defaultremedy, elect by notice to Seller within ten (10) Business Days following the Scheduled Closing Date, either of the following: (ia) terminate this Agreement by written notice to Seller and Escrow HolderAgreement, in which event Purchaser will receive from the Escrow Agent the Xxxxxxx Money Deposit shall be immediately returned Deposit, together with all interest accrued thereon, and reimbursement from Seller of Purchaser’s reasonable out of pocket costs and expenses payable to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely third parties in connection with this transaction; provided, however, that the reimbursement by Seller to Purchaser under this Agreement from shall not exceed Eighty-Seven Thousand Seven Hundred Thirty-Six Dollars and no/Cents ($87,736.00) and the Effective Date until notice of Seller’s default aggregate reimbursement by Seller to Purchaser under this Agreement and the Other P&S Agreements shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) (the “Reimbursable CostsReimbursement Cap”); whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, not except with respect to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), the Termination Surviving Obligations; or (iib) seek to enforce specific performance of this AgreementSeller’s obligation to execute the documents required to convey the Property to Purchaser, In it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event Seller interferes with the release of Seller’s default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money Deposit if Purchaser fails to Buyer, then file suit for specific performance against Seller shall be liable for all reasonable attorneys’ fees in a court having jurisdiction in the county and other costs and expenses state in which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return of Property is located on or before thirty (30) days following the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damagesScheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein shall limit provided in pursuing remedies of a breach by Seller of any of the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34Termination Surviving Obligations.

Default by Seller. In If, through no fault of Purchaser, Seller defaults in the event performance of its obligations hereunder, then provided Purchaser is not in default of any of its obligations under this Agreement, Purchaser by written notice of default to Seller, may elect to terminate this Agreement and immediately may demand the sale return of the Property is not consummated because Deposit from the Trustee and any interest accrued thereon together with a certified check or cashier's check to order of the default Purchaser in payment of Seller, Buyer may, as its sole and exclusive remedy for such default, either all reasonable expenses actually incurred by Purchaser for: (i) the due diligence investigations provided for in subparagraphs A, B. C, D, E, F, G, H and I of paragraph 10 of this Agreement; and (ii) reasonable legal fees in connection with the transactions contemplated by this Agreement. The parties recognize that Seller's default will cause substantial injury to Purchaser and agree that the amount represented by the interest accrued on the Deposit, and the liquidated damages as calculated in subparagraphs 11.B.(i) and (ii) above shall be a fair and reasonable approximation of the damages Purchaser will suffer in the event of Seller's default. It is understood and agreed upon that upon Seller's default and Purchaser's receipt of the Deposit together with any interest accrued thereon, and a certified check or cashier's check to the order of Purchaser in the amount of said liquidated damages due Purchaser, this Agreement will terminate and the parties will have no further liability or obligation hereunder except for: (i) Purchaser's obligation to return to Seller all documents and plans delivered to Purchaser by Seller; and (ii) the indemnification obligations of the parties as provided in paragraph 10 of this Agreement. Seller's and Purchaser's obligation to indemnify the Trustee and hold it harmless (as provided in Schedule C) shall survive any such termination of this Agreement. As an alternative to Purchaser's election to terminate this Agreement by written notice to Seller and Escrow Holderreason of Seller's default, in which event Purchaser shall have the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely in connection with right to: (i) specifically enforce this Agreement from the Effective Date until notice of and Seller’s default (the “Reimbursable Costs”), not to exceed Fifteen Thousand 's obligations hereunder; and No/100 Dollars ($15,000,00) (which reimbursement shall be subject to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), or (ii) seek to enforce specific performance actual damages, including, but not limited to, reasonable legal fees incurred by Purchaser by reason of Seller's default (excluding expenses incurred by Purchaser for the due diligence investigations provided for in subparagraphs X, X, X, X, X, X, X, X and I of paragraph 10 of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ Agreement and legal fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of the transactions contemplated by this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable Agreement prior to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34Seller's default).

Default by Seller. In Notwithstanding any provision in this Agreement to the event the sale contrary, if Closing of the Property is purchase and sale transaction provided for herein does not consummated because occur as herein provided by reason of the any default of Seller, Buyer Purchaser may, as its Purchaser’s sole and exclusive remedy for such defaultremedies, either (i) terminate this Agreement elect by written notice to Seller and Escrow Holderwithin five (5) Business Days following the scheduled Closing Date, to either (a) terminate this Agreement, in which event the Xxxxxxx Money Deposit Seller shall be immediately returned obligated to Buyer and Seller shall promptly reimburse Buyer Purchaser for the reasonable out-of-its actual out of pocket expenses costs incurred by Buyer solely in connection with this Agreement from or the Effective Date until notice Property including, but not limited to, the negotiation of Sellerthis Agreement, Purchaser’s default due diligence with respect to the Property, Purchaser’s financing with respect to the Property (the “Reimbursable Costs”including, but not limited to, good faith deposits, commitment fees, and costs of hedging and other rate lock contracts), and all of Purchaser’s legal fees and expenses related thereto, not to exceed Fifteen Thousand exceed, however, $700,000.00 with respect to this Agreement and No/100 Dollars ($15,000,00) (which reimbursement the Other Property Agreements in the aggregate, and Purchaser shall be subject receive from the Title Company the Xxxxxxx 42 Money Deposit, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to Buyer providing evidence to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00))the Termination Surviving Obligations, or (iib) seek to enforce pursue specific performance of this Agreement, In the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then so long as any action or proceeding commenced by Purchaser against Seller shall be liable for all reasonable attorneys’ fees filed and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of this Section 16.1. Except for the return served within thirty (30) days of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided abovescheduled Closing Date, and, in either event, Purchaser hereby waives all other remedies, including without limitation, any claim against Seller shall for damages of any type or kind including, without limitation, consequential or punitive damages. Unless otherwise expressly required pursuant to this Agreement, in no event shall Seller be liable obligated to Buyer for undertake any actualof the following (A) change the condition of the Property or restore the same after any fire or casualty; (B) expend money or post a bond to remove or insure over anything other than a Must-Cure Matter or to correct any matter shown on a survey of the Property; (C) secure any permit with respect to the Property or Seller’s conveyance thereof; or (D) expend any money to repair, punitive, speculative, consequential improve or other damagesalter the Improvements or any portion thereof. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s remedies at law, in equity or as herein shall limit provided in the remedies Buyer shall have event of a breach by Seller of any of the Closing Surviving Obligations after Closing or the Termination Surviving Obligations after termination, subject to enforce any rights it has against Seller under the indemnity terms and provisions of Sections 13 and 34this Agreement.

Default by Seller. In the event the sale of Closing and the Property is transactions contemplated hereby do not consummated because occur as provided herein by reason of the default of Seller, Buyer mayPurchaser may elect, as its the sole and exclusive remedy for such defaultof Purchaser, either to (i) terminate this Agreement by written notice to and receive the Deposit from the Escrow Agent and, if Seller’s default was material and intentional, Purchaser shall recover from Seller and Escrow Holder, in which event the Xxxxxxx Money Deposit shall be immediately returned to Buyer and Seller shall reimburse Buyer for the reasonable all of Purchaser’s out-of-pocket costs and expenses incurred by Buyer solely in connection with this Agreement from and Purchaser’s investigations of the Effective Date until notice of Seller’s default (the “Reimbursable Costs”)Property, not to exceed Fifteen One Hundred Fifty Thousand and No/100 Dollars ($15,000,00150,000) (which reimbursement in the aggregate, and in such event Seller shall be subject not have any liability whatsoever to Buyer providing evidence Purchaser hereunder other than with respect to Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), the Surviving Termination Obligations or (ii) seek to enforce specific performance of this AgreementSeller’s obligation to convey the Property, In without adjustment to, or credit against, the event Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller Purchase Price. Purchaser shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur in connection with Buyer’s enforcement of deemed to have elected to terminate this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs Agreement (as provided in subsection (i) above) if Purchaser fails to deliver to Seller written notice of its intent to file a cause of action for specific performance against Seller on or before ten (10) days after written notice of termination from Seller or ten (10) days after the originally scheduled Closing Date, whichever shall occur first, or having given Seller shall in no event be liable notice, fails to Buyer for any actual, punitive, speculative, consequential or other damagesfile a lawsuit asserting such cause of action within thirty (30) days after the originally scheduled Closing Date. Notwithstanding the foregoing, nothing contained herein shall limit Purchaser's remedies at law or in equity, as to the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34Surviving Termination Obligations.

Default by Seller. 12.1.1 In the event that on or before the sale Closing Date Seller has defaulted on its obligations hereunder in any material respect, then, subject to the provisions set forth below, Purchaser shall be entitled, as its sole remedy, to either: (x) treat this Agreement as being in full force and effect and pursue only the remedy of specific performance against Seller (but no other action, for damages or otherwise, shall be permitted; provided, if specific performance is unavailable to Purchaser as a result of a willful breach by Seller of this Agreement, then Purchaser shall be permitted to institute an action for damages not to exceed Thirty Million Dollars ($30,000,000); or (y) terminate this Agreement and receive (i) the Property is Deposit and Interest from the Escrow Agent in accordance with the terms and provisions of Section 3.2 hereof and (ii) reimbursement from Seller up to an amount not consummated because to exceed Dollars ($ ), for the reasonable costs and expenses actually incurred by Purchaser in connection with Purchaser’s negotiation and execution of this Agreement and due diligence with respect to the Property. Purchaser waives any right to pursue any other remedy at law or in equity for any default of Seller, Buyer mayincluding, without limitation, any right to seek, claim or obtain damages, other than in the case of Seller’s fraud or willful misconduct, but in no case shall Purchaser seek punitive damages or consequential damages. Notwithstanding anything to the contrary contained in this Agreement, if prior to the Closing Date Purchaser has or obtains knowledge that (a) Seller has defaulted on its obligations hereunder in any respect, and Purchaser nevertheless proceeds with the Closing, then the default by Seller as its sole and exclusive remedy for to which Purchaser shall have such default, either (i) terminate this Agreement by written notice to Seller and Escrow Holder, in which event the Xxxxxxx Money Deposit knowledge shall be immediately returned to Buyer deemed waived by Purchaser and Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer solely have no liability to Purchaser or its successors and assigns in connection with this Agreement from the Effective Date until notice respect thereof, or (b) any of Seller’s default (representations or warranties set forth in Article VI are untrue in any respect, and Purchaser nevertheless proceeds with the “Reimbursable Costs”)Closing, not then the breach by Seller of the representations and warranties as to exceed Fifteen Thousand and No/100 Dollars ($15,000,00) (which reimbursement Purchaser shall have such knowledge shall be subject deemed waived by Purchaser, and such representations and warranties shall be deemed modified to Buyer providing evidence conform them to the information that Purchaser shall have knowledge of and Seller shall have no liability to Purchaser or its successors or assigns in respect thereof. Purchaser shall promptly notify Seller in reasonable detail of Buyer’s Reimbursable Costs, not to exceed Fifteen Thousand and No/100 Dollars ($15,000.00)), writing if Purchaser has or (ii) seek to enforce specific performance of this Agreement, In the event obtains knowledge that Seller interferes with the release of the Xxxxxxx Money Deposit to Buyer, then Seller shall be liable for all reasonable attorneys’ fees and other costs and expenses which Buyer may incur has defaulted on its obligations hereunder in connection with Buyer’s enforcement of this Section 16.1. Except for the return of the Xxxxxxx Money Deposit and Buyer’s Reimbursable Costs as provided above, Seller shall in no event be liable to Buyer for any actual, punitive, speculative, consequential or other damages. Notwithstanding the foregoing, nothing contained herein shall limit the remedies Buyer shall have to enforce any rights it has against Seller under the indemnity provisions of Sections 13 and 34respect.