Common use of Liquidated Clause in Contracts

Liquidated. DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated. DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________------------- -------------

Liquidated. DAMAGES IN DAMAGES: IT IS AGREED BETWEEN CUSTOMER AND AUDIO VIDEO SECURITY SYSTEMS INC (AVSS) THAT AUDIO VIDEO SECURITY SYSTEMS INC (AVSS) IS NOT AN INSURER AND THE AMOUNT OF SYSTEM AND SERVICES ARE NOT INTENDED AS A SUBSTITUTE FOR ADEQUATE INSURANCE. CUSTOMER UNDERSTANDS AND AGREES THAT THE DEPOSIT SYSTEM AND THE SERVICES (AS IT MAY BE INCREASED FROM TIME TO TIMEAND THE TRANSMITTER, IF APPLICABLE) ARE INTENDED ONLY TO PROVIDE WARNING IN CASE OF FIRE, IN OR ABOUT, OR ENTRY INTO THE PREMISES AND WOULD NOT TO PREVENT THE SAME AND THAT UNDER NO CIRCUMSTANCES SHALL AUDIO VIDEO SECURITY SYSTEMS INC (AVSS) BE REASONABLE LIABLE FOR ANY LOSSES, EXCEPT AS A MEASURE OF SUCH PROVIDED HEREIN, and because it is impractical and extremely difficult to fix the actual damages in such event, AVSS's liability hereunder shall be limited to the sum of $50.00 as liquidated damages, and not as a penalty. AUDIO VIDEO SECURITY SYSTEMS INC (AVSS) SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES, (III) IN THE EVENT OF SUCH BREACHINCLUDING WITHOUT LIMITATION, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (IV) IN CONSIDERATION INCLUDING BUT NOT LIMITED TO LOSS OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN ANTICIPATED PROFITS OR OTHER DELIVERY OF DOCUMENTS ECONOMIC LOSS OR PERSONAL INJURY OR DEATH IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT ARISING OUT OF THE ESCROWEXISTENCE, SELLER SHALL HAVE ALL FURNISHING, FUNCTIONING OR USE OF THE REMEDIES OTHERWISE AVAILABLE SYSTEM OR SERVICES OF AUDIO VIDEO SECURITY SYSTEMS INC (AVSS). CUSTOMER AGREES TO SELLER AT LAW DEFEND, INDEMNIFY AND SAVE AUDIO VIDEO SECURITY SYSTEMS INC (AVSS) HARMLESS WITH RESPECT TO ANY INJURY, DAMAGE OR IN EQUITYCLAIM TO PERSONS OR PROPERTY, THAT MAY ARISE OUT OF OR RELATE TO THE OPERATION OR MAINTENANCE OF THE SYSTEM OR LACK OR FAILURE THEREOF, OR AUDIO VIDEO SECURITY SYSTEMS INC (AVSS) SERVICES. SELLER'S INITIALS BUYER'S INITIALS __________ __________CUSTOMER HAS READ AND UNDERSTANDS THIS PARAGRAPH AND AGREES TO ITS TERMS. (Customers Initials)

Liquidated. DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________---------- ---------

Liquidated. DAMAGES BY INITIALLING THIS SECTION 2.04 IN THE SPACE PROVIDED BELOW, BUYER AND SELLER AGREE THAT IF THE CLOSING FAILS TO OCCUR BY REASON OF THE DEFAULT OF BUYER, THE FULL DEPOSIT SHALL BE DEEMED LIQUIDATED DAMAGES FOR BUYER'S NON-PERFORMANCE AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER FOR SUCH DEFAULT. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES RESULTING FROM SUCH DEFAULT, DUE TO THE NATURE OF THIS TRANSACTION AND THE UNIQUE NATURE OF THE PURCHASE PROPERTY, AND THAT A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT IS THE AMOUNT OF THE FULL DEPOSIT (AS IT MAY $12,950,000.00), IN VIEW OF, AMONG OTHER THINGS, THE ANCILLARY AGREEMENTS UNDERTAKEN BY SELLER IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, THE ENVIRONMENTAL AGREEMENT AND OTHER AGREEMENTS WITH VARIAN AND/OR RELATED TO RELOCATING SELLER'S BUSINESS OPERATIONS) AND SELLER'S AGREEMENT TO ACCEPT A LIQUIDATED SUM IN LIEU OF ITS REMEDY OF SPECIFIC PERFORMANCE. BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID IN THE EVENT OF SUCH BREACHBUYER'S BREACH OF ITS OBLIGATION TO PURCHASE THE PURCHASE PROPERTY, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) NOTWITHSTANDING ANYTHING CONTAINED IN CONSIDERATION OF THIS AGREEMENT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING IN THIS PROVISION SHALL, HOWEVER, BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT BUYER'S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT BREACH OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND SECTION 4.01A (DINDEMNITY RE: BUYER'S ACTIVITIES AT THE PROPERTY) OR SECTION 8.07 (ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CFEES). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL ANY PORTION OF THE FULL DEPOSIT OUT REMAINS IN ESCROW AT THE TIME OF THE ESCROWBUYER'S DEFAULT, BUYER AND SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE HEREBY INSTRUCT AND AUTHORIZE ESCROW HOLDER TO RELEASE SUCH PORTION TO SELLER. FURTHER, BUYER AND SELLER HEREBY INSTRUCT AND AUTHORIZE ESCROW HOLDER TO RETURN TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS THE DEPOSIT NOTE MARKED "SATISFIED" AND RECORD THE FULL RECONVEYANCE AND THE TERMINATION OF BUYER'S INITIALS RIGHTS, WHICH ARE BEING HELD BY ESCROW HOLDER." __________________________ ____________________________ Buyer Seller

Liquidated. DAMAGES FOR BREACH BY OPTIONEE FOLLOWING EXERCISE OF FIRST OPTION. OPTIONOR AND OPTIONEE HEREBY AGREE THAT THE DAMAGES WHICH WOULD BE SUFFERED BY OPTIONOR IN THE EVENT OF A DEFAULT BY OPTIONEE HEREUNDER IN PURCHASING THE PG&E PROPERTY FOLLOWING ANY EXERCISE BY OPTIONEE OF THE FIRST OPTION (EXCLUDING ANY ADDITIONAL COSTS OF FINANCING AND CONSTRUCTION (THE "ADDITIONAL COSTS"), AS REFERRED TO IN SECTION 2.12), WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THE SUM OF ONE MILLION DOLLARS ($1,000,000.00) (THE "FIRST OPTION LIQUIDATED DAMAGES") REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DEPOSIT DAMAGES (AS IT MAY BE INCREASED FROM TIME TO TIMEEXCLUDING THE ADDITIONAL COSTS) ARE THAT OPTIONOR WOULD SUFFER BY REASON OF OPTIONEE'S DEFAULT. OPTIONEE AND WOULD BE REASONABLE OPTIONOR UNDERSTAND AND AGREE THAT OPTIONOR WILL HAVE CHANGED ITS POSITION IN RELIANCE UPON THE EXERCISE OF THE FIRST OPTION BY OPTIONEE, THAT OPTIONOR WILL INCUR SUBSTANTIAL LOSSES AS A MEASURE RESULT OF SUCH DAMAGESDEFAULT, (III) AND THAT THE FIRST OPTION LIQUIDATED DAMAGES ARE A REASONABLE LIQUIDATED DAMAGE AMOUNT UNDER THE EXISTING CIRCUMSTANCES. ACCORDINGLY, IN THE EVENT ESCROW DOES NOT CLOSE BECAUSE OF SUCH BREACHA DEFAULT BY OPTIONEE HEREUNDER FOLLOWING THE EXERCISE BY OPTIONEE OF THE FIRST OPTION, SELLER OPTIONOR SHALL BE ENTITLED TO RETAIN THE DEPOSIT FIRST OPTION LIQUIDATED DAMAGES AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT NOT AS A PENALTY OR FORFEITURE, AND UPON RECEIPT OF SUCH LIQUIDATED DAMAGESAMOUNT BY OPTIONOR, SELLER THE SAME SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS OPTIONOR'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES OR RELIEF OPTIONEE'S DEFAULT AT LAW OR IN EQUITY ON ACCOUNT AND OPTIONEE AND OPTIONOR SHALL BE RELIEVED OF THE FAILURE OF THE CLOSING TO OCCURANY FURTHER OBLIGATIONS OR LIABILITY HEREUNDER, EXCEPT FOR: (A) CLAIMS FOR THAT OPTIONEE SHALL REMAIN OBLIGATED TO PAY THE RETURN OR OTHER DELIVERY ADDITIONAL COSTS REQUIRED PURSUANT TO SECTION 2.12, IT BEING AGREED THAT THE LIQUIDATED DAMAGES PAYABLE PURSUANT TO THIS SECTION 2.11 ARE NOT APPLICABLE TO SUCH ADDITIONAL COSTS AND THAT THE COVENANTS OF DOCUMENTS IN CONNECTION WITH OPTIONEE PURSUANT TO SECTION 2.12 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT; (B) ACTIONS . OPTIONEE AND OPTIONOR INTEND AND AGREE THAT THE TERMS OF THIS SECTION 2.11 COMPLY WITH THE REQUIREMENTS OF CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677. OPTIONEE AND OPTIONOR SHALL SIGN BELOW THIS SECTION 2.11 INDICATING THEIR AGREEMENT TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTTHE LIQUIDATED DAMAGE CLAUSE HEREIN CONTAINED. OPTIONOR: Village Builders, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGL.P., IN THE EVENT BUYER OBJECTS TOa California limited partnership By VPI, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWInc., SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________a California corporation, its General Partner By ------------------------------------- Its ---------------------------------- OPTIONEE: Fair, Xxxxx and Company, Inc., a Delaware corporation By ------------------------------------- Its ----------------------------------

Liquidated. DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________------------ ------------

Liquidated. DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. IF SELLER SHALL DEFAULT HEREUNDER AND SUCH DEFAULT CONTINUES FOR TEN (10) DAYS AFTER WRITTEN NOTICE FROM BUYER (EXCEPT THAT NO NOTICE SHALL BE REQUIRED AS A CONDITION OF BUYER'S EXERCISE OF SUCH REMEDIES AS ARE AVAILABLE TO BUYER FOR DEFAULT OF SELLER UNDER ANY OBLIGATION TO BE PERFORMED AT CLOSING), THEN BUYER MAY, IN ITS SOLE DISCRETION, EITHER (A) TERMINATE THIS AGREEMENT, WHEREUPON THE AMOUNT ENTIRE XXXXXXX MONEY SHALL BE RETURNED TO BUYER (TOGETHER WITH ALL INTEREST, IF ANY, EARNED THEREON), OR (B) XXX SELLER FOR SPECIFIC PERFORMANCE TO ENFORCE PERFORMANCE OF THE DEPOSIT TERMS OF THIS AGREEMENT, WHICH ACTION MUST BE COMMENCED WITHIN SIX (AS IT MAY BE INCREASED FROM TIME TO TIME6) ARE AND WOULD BE REASONABLE AS A MEASURE MONTHS OF SUCH DAMAGES, (III) DEFAULT. SELLER ACKNOWLEDGES THAT THE PROPERTY IS UNIQUE AND THAT MONEY DAMAGES TO BUYER IN THE EVENT OF SUCH BREACH, DEFAULT BY SELLER SHALL BE ENTITLED TO RETAIN ARE INADEQUATE. THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, PARTIES HEREBY EACH RESERVE ALL RIGHTS AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF REMEDIES AVAILBLE AT LAW OR IN EQUITY ON ACCOUNT FOR ANY POST-CLOSING DEFAULT OF THE FAILURE OF THE OBLIGATIONS, COVENANTS, REPRESENTATIONS, OR WARRANTIES THAT SPECIFICALLY SURVIVE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated. DAMAGES - NON-REFUNDABLE DEPOSIT. IF, FOLLOWING TENANT'S DELIVERY OF TENANT'S EXERCISE NOTICE TO LANDLORD, THE SALE OF THE PREMISES TO TENANT IS NOT CONSUMMATED DUE TO A "LANDLORD DEFAULT" AS THAT TERM IS SET FORTH IN THE AMOUNT PURCHASE CONTRACT, OR DUE TO TENANT'S EXERCISE OF AN EXPRESS TERMINATION RIGHT CONTAINED IN SUCH PURCHASE CONTRACT, THE NON-REFUNDABLE DEPOSIT SHALL BE REFUNDED AND DELIVERED TO TENANT WITHIN THREE (3) BUSINESS FOLLOWING RECEIPT BY LANDLORD AND ESCROW HOLDER OF TENANT'S WRITTEN DEMAND THEREFORE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS ARTICLE 30, THIS LEASE OR THE PURCHASE CONTRACT, IF, FOLLOWING TENANT'S DELIVERY OF TENANT'S EXERCISE NOTICE TO LANDLORD AND THE EXPIRATION OF THE DEPOSIT ("CONTINGENCY PERIOD," AS IT MAY BE INCREASED FROM TIME THAT TERM IS SET FORTH IN SECTION 4.1 OF THE PURCHASE CONTRACT, THE SALE OF THE PREMISES TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE TENANT IS NOT CONSUMMATED FOR ANY REASON OTHER THAN LANDLORD'S DEFAULT UNDER THE PURCHASE CONTRACT OR TENANT'S EXERCISE OF AN EXPRESS TERMINATION RIGHT CONTAINED IN SUCH DAMAGESPURCHASE CONTRACT, (III) IN THE EVENT OF SUCH BREACH, SELLER LANDLORD SHALL BE ENTITLED TO RETAIN THE NON-REFUNDABLE DEPOSIT AS SUCH LANDLORD'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY LANDLORD AS A RESULT OF TENANT'S FAILURE TO COMPLETE THE PURCHASE OF THE PREMISES PURSUANT TO THIS ARTICLE 30 AND THE PURCHASE -71- CONTRACT, AND (IV) THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS LEASE, THE LIQUIDATED DAMAGES PROVIDED FOR IN CONSIDERATION THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH LANDLORD WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT LANDLORD'S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL BE DEEMED PURSUANT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURCALIFORNIA CIVIL CODE SECTIONS 1671, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT1676, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO CLAUSES (A) THROUGH (C)INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 30.6. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER/s/ SS JCH /s/ MJD VBS ----------------- ----------------- LANDLORD'S INITIALS BUYERTENANT'S INITIALS __________ __________INITIALS

Liquidated. DAMAGES: IF SELLER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT BY NOT VACATING THE PREMISES BY THE DATE SPECIFIED IN PARAGRAPH 9C ABOVE DUE TO A NON-FORCE MAJEURE EVENT, THEN BUYER SHALL BE ENTITLED TO A REDUCTION IN THE PURCHASE PRICE OF SEVEN HUNDRED FIFTY DOLLARS ($750) PER DAY FOR EACH DAY AFTER JANUARY 16, 2002 THAT SELLER IS LATE IN VACATING THE PREMISES AS LIQUIDATED DAMAGES IN AND AS BUYER'S SOLE AND EXCLUSIVE REMEDY FOR SAID DEFAULT. BUYER AND SELLER ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND REDUCTION REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF DAMAGES THAT BUYER WOULD BE REASONABLE SUFFER AS A MEASURE RESULT OF SUCH DAMAGES, (III) A DEFAULT BY SELLER. BUYER AND SELLER HEREBY AGREE THAT THE DAMAGES SUFFERED BY BUYER IN THE EVENT OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT FAILS TO CLOSE AS SPECIFIED HEREIN DUE TO SELLER'S FAILURE TO VACATE THE PREMISES IN A TIMELY FASHION WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ACCURATELY DETERMINE AND THAT THE SUBJECT REDUCTION IN THE PURCHASE PRICE IS UNDER SUCH BREACHCIRCUMSTANCES FAIR AND ADEQUATE DAMAGES OR COMPENSATION FOR SUCH A DEFAULT, AND SELLER SHALL BE ENTITLED HAVE NO OTHER OR FURTHER OBLIGATION OR LIABILITY UNDER THIS AGREEMENT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY BUYER ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH SUCH FAILURE. BY INITIALING THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, PROVISION IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWSPACES BELOW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN EQUITYTHIS PARAGRAPH. SELLER'S INITIALS BUYER'S INITIALS _______________ ____________________ Buyer Seller

Liquidated. DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________--------- -----------

Liquidated. DAMAGES FOR BREACH BY OPTIONEE FOLLOWING EXERCISE OF THIRD OPTION. OPTIONOR AND OPTIONEE HEREBY AGREE THAT THE DAMAGES WHICH WOULD BE SUFFERED BY OPTIONOR IN THE EVENT OF A DEFAULT BY OPTIONEE HEREUNDER IN PURCHASING THE PHASE I LAND FOLLOWING ANY EXERCISE BY OPTIONEE OF THE THIRD OPTION WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THE SUM OF THREE MILLION THREE HUNDRED THOUSAND DOLLARS ($3,300,000.00) REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DEPOSIT DAMAGES THAT OPTIONOR WOULD SUFFER BY REASON OF OPTIONEE'S DEFAULT. OPTIONEE AND OPTIONOR UNDERSTAND AND AGREE THAT THE VALUE OF PROPERTY IS SUBJECT TO CHANGE BY REASON OF GENERAL ECONOMIC CONDITIONS, THE LOCAL REAL ESTATE MARKET, THE AVAILABILITY OF MORTGAGE FINANCING, AND OTHER FACTORS BEYOND THE CONTROL OF OPTIONOR AND OPTIONEE, AND THAT THE SUM OF THREE MILLION THREE HUNDRED THOUSAND DOLLARS (AS IT MAY BE INCREASED FROM TIME TO TIME$3,300,000.00) ARE AND WOULD BE IS A REASONABLE AS A MEASURE OF SUCH DAMAGESLIQUIDATED DAMAGE AMOUNT UNDER THE EXISTING CIRCUMSTANCES. ACCORDINGLY, (III) IN THE EVENT ESCROW DOES NOT CLOSE BECAUSE OF SUCH BREACHA DEFAULT BY OPTIONEE HEREUNDER FOLLOWING THE EXERCISE BY OPTIONEE OF THE THIRD OPTION, SELLER OPTIONOR SHALL BE ENTITLED TO RETAIN THE DEPOSIT SUM OF THREE MILLION THREE HUNDRED THOUSAND DOLLARS ($3,300,000.00) AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESNOT AS A PENALTY OR FORFEITURE, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS AS OPTIONOR'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYEROPTIONEE'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER DEFAULT AT LAW OR IN EQUITY, AND UPON RECEIPT OF SUCH AMOUNT BY OPTIONOR, OPTIONEE AND OPTIONOR SHALL BE RELIEVED OF ANY FURTHER OBLIGATIONS OR LIABILITY HEREUNDER. SELLER'S INITIALS BUYER'S INITIALS __________ __________OPTIONEE AND OPTIONOR INTEND AND AGREE THAT THE TERMS OF THIS SECTION 4.11 COMPLY WITH THE REQUIREMENTS OF CALIFORNIA CIVIL CODE SECTIONS 1671 AND 1677. OPTIONEE AND OPTIONOR SHALL SIGN BELOW THIS SECTION 4.11 INDICATING THEIR AGREEMENT TO THE LIQUIDATED DAMAGE CLAUSE HEREIN CONTAINED. OPTIONOR: Village Builders, L.P., a California limited partnership By VPI, Inc., a California corporation, its General Partner By ------------------------------------ Its ---------------------------------- OPTIONEE: Fair, Xxxxx and Company, Inc., a Delaware corporation By ---------------------------------------- Its ----------------------------------

Liquidated. DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________----------- -----------