Defaults/Non-Recourse. (a) With respect to a violation of a representation by Seller contained herein or made pursuant hereto discovered by Purchaser after the Closing, subject to the limitation of survival of a representation set forth in Section 3.01 hereof, Purchaser shall be entitled to commence an action to obtain actual damages against Seller; provided, however, that Seller's liability hereunder shall in no event exceed an amount equal to the Purchase Price actually received by Seller less Seller's Closing Costs; provided, further, however, in no event shall Purchaser have the right to collect any consequential, punitive or indirect damages from Seller and Purchaser waives any and all such rights.
Defaults/Non-Recourse. (a) With respect to a violation of a representation by Remeq contained herein or made pursuant hereto or a breach of the covenant of Remeq contained in the last sentence of Section 5(c) hereof, subject to the limitation of survival of representations, warranties and covenants set forth in Section 14 hereof, Company shall be entitled to commence an action to obtain actual damages against Remeq; provided, however, that Remeq's liability hereunder shall in no event exceed an amount equal to the Option Price and, if the Closing shall have occurred, the Membership Purchase Price actually received by Remeq; provided, further, however, in no event shall Company have the right to collect any consequential, punitive or indirect damages from Remeq and Company waives any and all such rights.
Defaults/Non-Recourse. (a) If the Closing shall not occur due to Purchaser's failure or refusal to perform Purchaser's obligations under and in accordance with this Agreement, then the parties hereto agree that Seller's sole remedy shall be to cause Escrow Agent to deliver to Seller the Initial Deposit or the Deposit, as the case may be, in the manner provided in Section 4.05, which shall be retained by Seller as liquidated damages, whereupon this Agreement shall terminate and neither party to this Agreement shall have any further rights or obligations hereunder (other than any such rights or obligations that are expressly stated to survive the termination hereof). The provisions contained in this Agreement for liquidated and agreed-upon damages are bona fide provisions and are not a penalty, the parties agreeing that, by reason of Seller binding itself to the transfer of the Property and by reason of the withdrawal of the Property from sale at a time when other parties would be interested in acquiring the Property, Seller will have sustained damages if Purchaser defaults, which damages will be substantial but will not be capable of determination with mathematical precision and therefore, as aforesaid, this provision for liquidated and agreed-upon damages has been incorporated in this Agreement as a provision beneficial to both parties.
