Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. If Purchaser defaults under this Contract and such default continues uncured for a period of five (5) business days after Seller gives Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Seller’s remedies), then Purchaser shall be in material breach and Seller shall be entitled, as Seller’s sole and exclusive remedy, to terminate this Contract by giving written notice to Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled to receive the Xxxxxxx Money Deposit and the Escrow Agent shall deliver the Xxxxxxx Money Deposit to Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.

Purchaser’s Default. If Purchaser defaults under in its obligation to proceed to Closing in accordance with this Contract Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such default continues uncured for a period of five is not cured and/or such condition is not satisfied within fifteen (515) business days after Seller gives has given Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Seller’s remedies)same, then Purchaser shall be in material breach and Seller shall be entitled, as Seller’s sole and exclusive remedy, have the right to terminate this Contract Agreement by giving written notice to Purchaser before Purchaser has in fact cured Purchaser, and upon such default, whereupon Seller shall be entitled to receive the Xxxxxxx Money Deposit and the termination Escrow Agent shall deliver shall, subject to Sections 8.1.3 and 8.1.4, pay the Xxxxxxx Money Deposit to Seller. Seller and In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit documentation provided by Seller in accordance with this Section 8.2, Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contractcalculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any officerfurther obligations or liabilities to the other party under this Agreement, directorexcept for obligations that expressly survive termination of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, agent together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or employee of Purchaser or its partners be personally liable for any other) as a result of Purchaser’s obligations under default in its obligation to proceed to Closing in accordance with this Contract Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the documents to be delivered at the Closingdamages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to the Closing, Purchaser is in material breach or default of its covenants or obligations under this Contract Agreement, which breach or default is not caused by a Seller Default, or (iii) at the Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to the Closing (each, a “Purchaser Default”), and Purchaser has not cured such default continues uncured for a period of five Purchaser Default within ten (510) business days after Seller gives Purchaser Purchaser’s receipt of written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Default from Seller’s remedies), then Purchaser shall be in material breach and Seller shall be entitledSeller, as Seller’s its sole and exclusive remedyremedies, may elect to terminate this Contract Agreement by giving providing written notice to Purchaser, in which case Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled cause Escrow Agent to receive disburse the Xxxxxxx Money Deposit to Seller within two (2) Business Days after such termination, and the Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent shall deliver to disburse the Xxxxxxx Money Deposit to Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in the event of shall survive such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereoftermination. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding Notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for shall have the indemnityright to elect terminate this Agreement in accordance with Section 12.2 with respect to the applicable Property affected by such Purchaser Default or with respect to all Properties upon such Purchaser Default. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, defenseTHE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, hold harmless and physical repair obligations of Purchaser expressly set forth in this ContractSELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. In no event shall any officerTHE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY (INCLUDING, directorWITHOUT LIMITATION, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3389), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER (INCLUDING, WITHOUT LIMITATION, PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677). IN FURTHER EVIDENCE OF THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION, SELLER AND PURCHASER HAVE INITIALED BELOW: SELLER INITIALS: PURCHASER INITIALS: ARTICLE XIII CASUALTY; CONDEMNATION

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its covenants or obligations under this Contract Agreement, which default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), and Purchaser has not cured such default continues uncured for a period of Purchaser Default within five (5) business days Business Days after Seller gives Purchaser Purchaser’s receipt of written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Default from Seller’s remedies), then Purchaser shall be in material breach and Seller shall be entitledSeller, as Seller’s its sole and exclusive remedy, may elect to terminate this Contract Agreement by giving providing written notice to Purchaser, in which case Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled cause Escrow Agent to receive disburse the Xxxxxxx Money Deposit to Seller within two (2) Business Days after such termination, and the Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent shall deliver to disburse the Xxxxxxx Money Deposit to Seller shall survive such termination. The provisions of this Section 12.2 shall survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for ’s Initials: SB Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.Initials: LB

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Deposit (including the initial Deposit and the additional Deposit) within the time periods provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material breach or default of its representations, warranties, covenants or obligations under this Contract Agreement, which breach or default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a "Purchaser Default"), and Purchaser has not cured such default continues uncured for a period of five Purchaser Default within ten (510) business days after Seller gives Purchaser Purchaser's receipt of written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Default from Seller’s remedies), then Purchaser shall be in material breach and Seller shall be entitledSeller, as Seller’s its sole and exclusive remedy, may elect to terminate this Contract Agreement by giving providing written notice to Purchaser, in which case Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled to receive the Xxxxxxx Money Deposit and the cause Escrow Agent shall deliver to disburse the Xxxxxxx Money Deposit to Seller. Seller within two (2) Business Days after such termination, and Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being have no further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s rights or obligations under this Contract nor Agreement, except those which expressly survive such termination. Purchaser's obligation to seek or otherwise collect any actualpost the Deposit with and to cause Escrow Agent to disburse the Deposit to Seller shall survive such termination. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, out-of-pocketTHE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, lost profitSELLER AND PURCHASER AGREE AFTER NEGOTIATION THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, punitiveHOWEVER, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the ClosingTHAT THE PARTIES SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION.

Purchaser’s Default. If In the event Purchaser terminates this Purchase Contract following the Feasibility Period for any reason other than Seller's inability to convey title as required by this Purchase Contract, or defaults under this Contract hereunder prior to the Closing Date and such default continues uncured for a period consummation of five (5) business days after Seller gives Purchaser written notice the Closing does not occur by reason of such termination or default orby Purchaser, if soonerSeller and Purchaser agree that it would be impractical and extremely difficult to estimate the damages which Seller may suffer. Therefore, until Seller and Purchaser hereby agree that, except as expressly set forth herein and except for the Purchaser's liability under Sections 5.3 and 5.4, the reasonable estimate of the total net detriment that Seller would suffer in the event that Purchaser terminates this Purchase Contract or defaults hereunder prior to the Closing (but no such notice Date is and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Seller’s remedies), then Purchaser shall be in material breach and Seller shall be entitledbe, as Seller’s 's sole and exclusive remedyremedy (whether at law or in equity), to terminate this Contract by giving written notice to Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled the right to receive the Xxxxxxx Money Deposit and from the Escrow Agent shall deliver and retain the Xxxxxxx Money Deposit to Seller. Seller and Purchaser acknowledge and agree that delivery full amount of the Xxxxxxx Money Deposit shall be deemed Deposit. The payment and performance of the above as liquidated damages for Purchaser’s breach is not intended as a forfeiture or penalty within the meaning of this Contract, it being further agreed that applicable law and is intended to settle all issues and questions about the actual amount of damages to suffered by Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actualapplicable event, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser except as expressly set forth in herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4, irrespective of the time when the inquiry about such damages may take place. Upon any such failure by Purchaser hereunder, this ContractPurchase Contract shall be terminated, and neither party shall have any further rights or obligations hereunder, each to the other, except as expressly set forth herein, and subject to and except for Purchaser's liability under Sections 5.3 and 5.4 above, and the right of Seller to collect such liquidated damages to the extent not theretofore paid by Purchaser. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.12.2

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its covenants or obligations under this Contract Agreement, which default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), and Purchaser has not cured such default continues uncured for a period Purchaser Default within three (3) Business Days after Purchaser’s receipt of five (5) business days after Seller gives Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Default from Seller’s remedies), then Purchaser shall be in material breach and Seller shall be entitledSeller, as Seller’s its sole and exclusive remedy, may elect to terminate this Contract Agreement by giving providing written notice to Purchaser, in which case Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled cause Escrow Agent to receive disburse the Xxxxxxx Money Deposit to Seller within two (2) Business Days after such termination, and the Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent shall deliver to disburse the Xxxxxxx Money Deposit to Seller shall survive such termination. The provisions of this Section 12.2 shall survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for ’s Initials: Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.Initials:

Purchaser’s Default. (a) If Seller has complied with all of the covenants and conditions contained herein in all material respects and Purchaser defaults under fails to consummate this Contract Agreement and take title by reason of a default on Purchaser's part, then the parties hereto recognize and agree that the damages that Seller will sustain as a result thereof will be substantial, but difficult if not impossible to ascertain. Therefore, the parties agree that, in the event of Purchaser's default as aforesaid, Seller shall, as its sole remedy, first demand payment from Purchaser in an amount equal to the Deposit as liquidated damages (in which event, following full payment, the Letter of Credit shall be returned to Purchaser), and if Seller has not received such default continues uncured for a period amount by the earlier of five (5) business days after Seller gives Purchaser written notice Seller's demand or the day prior to the expiry date of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach the Letter of Purchaser obligations due to be performed at Closing and the same shall immediately allow Seller’s remedies)Credit, then Purchaser shall be in material breach and Seller shall be entitled, as Seller’s sole and exclusive remedy, to terminate this Contract by giving written notice to Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled to receive the Xxxxxxx Money Deposit and direct the Escrow Agent to draw under the Letter of Credit in the full amount thereof and pay the proceeds of such drawing to the Seller plus interest earned thereon, if any, as liquidated damages, and after such payment or drawing neither party shall deliver have any further rights or obligations with respect to the Xxxxxxx Money Deposit to Sellerother under this Agreement, except for the Surviving Covenants. Seller acknowledges and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being further agreed agrees (1) that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit plus interest earned thereon is a reasonable estimate thereof. of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller has no right as a result of having withdrawn the Property from sale and the failure of closing to specifically enforce Purchaser’s obligations occur due to a default by Purchaser under this Contract nor Agreement and (2) Purchaser seeks to seek limit its liability under this Agreement to the amount of the Deposit plus interest earned thereon in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default by Purchaser hereunder. (b) In the event that after the Closing Date (i) Purchaser is in default in the payment of any monetary obligation hereunder which continues for more than ten days or otherwise collect (ii) is in default in the performance of any actualother obligation hereunder which continues for more than 45 days, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, then Seller may additionally enforce seek damages (but excluding consequential damages) from Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the ClosingSECTION 4.02.

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its covenants or obligations under this Contract Agreement, which default is not caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), and Purchaser has not cured such default continues uncured for a period Purchaser Default within three (3) Business Days after Purchaser’s receipt of five (5) business days after Seller gives Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Default from Seller’s remedies), then Purchaser shall be in material breach and Seller shall be entitledSeller, as Seller’s its sole and exclusive remedy, may elect to terminate this Contract Agreement by giving providing written notice to Purchaser, in which case Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled cause Escrow Agent to receive disburse the Xxxxxxx Money Deposit to Seller within two (2) Business Days after such termination, and the Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent shall deliver to disburse the Xxxxxxx Money Deposit to Seller shall survive such termination. The provisions of this Section 12.2 shall survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for ’s Initials: /s/ JCM Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.Initials: /s/ TCF

Purchaser’s Default. If Purchaser defaults under this Contract and such default continues uncured for a period of five will deliver, with Ten (510) business days after Seller gives Purchaser written notice from mutual execution of such default orthis Agreement to Land Title Company of Alabama Inc., 600 North 20th Street, Birminxxxx, Xxxxxxx 00000, xxxxx xxxxx xxx Xxxxxxo Title Insurance Company, Inc. (the "Title Company"), funds in the amount of Fifteen Thousand and 00/100 ($15,000) (the "Earnest Money"). Should Xxxxxxser elect not to purchase the Property pursuant to paragraph 4, 13 or as it is otherwise entitled to under this Agreement, the Earnest Money, together witx xxxxrest, if sooner, until Closing (but no such notice and opportunity to cure any shall be required for breach refunded to the Seller and this Agreement shall terminate. In the event Purchaser fails to carry out an perform the term's of Purchaser obligations due to be performed at Closing and this Agreement, the same shall immediately allow Seller’s remedies), then Purchaser earnest money shall be in material breach and Seller shall be entitled, fxxxxxxxd as Seller’s liquidated damages as the sole and exclusive remedycomplete remedy of Seller, provides Seller agrees to terminate the cancellation of this Contract by giving written notice Agreement. In the event Seller fails to carry out and perform their terms of this Agreement, Purchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled to receive specific performance of this Agreement by the Xxxxxxx Money Deposit Seller under any applicable laws of the jurisdiction. If this Agreement does not close and the Escrow Agent shall deliver the Xxxxxxx Money Deposit earnest money is to Seller. be turned xxxx xx Seller or refunded to Purchaser pursuant to this Agreement, Seller and Purchaser acknowledge agree to execute a written release to the Agent and agree that delivery Title Company affirming the property disposition of the Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in earnest money. In the event boxx Seller and Purchaser claims the earnest money, or either Sxxxxx xr Purchaser refuses or fails to execute a release, the Title Company may interplead the disputed portion of such breach are impractical the earnest money into court, and xxxxx be entitled to ascertain deduct or recover from the earnest money for court costx, attorney fees and other expenses relating to the Xxxxxxx Money Deposit interpleaded. When the earnest money is a reasonable estimate thereof. check axx xxx check is returned by a financial institution as unpaid, Seller has no the right to specifically enforce void the Agreement without further recourse on the part of the Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.PURCHASE AND SALE AGREEMENT

Purchaser’s Default. If at any time prior to Closing, there shall have been a breach or default by Purchaser defaults of any representation, warranty, covenant or obligation under this Contract Agreement which breach or default (A) would give rise to the failure of a condition to the Closing hereunder, (B) either (1) cannot be cured or (2) if it can be cured, has not been cured prior to the first to occur of 5:00 p.m. on the date that is twenty (20) days following receipt by the Purchaser and such default continues uncured for a period Securities Sellers of five (5) business days after Seller gives Purchaser written notice of such default orbreach or 5:00 p.m. on the date immediately preceding the Termination Date, if sooneras defined in the Securities Purchase Agreement, until Closing and (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow C) is not caused by a Seller’s remediesDefault (a “Purchaser’s Default”), then Purchaser shall be in material breach and Seller shall be entitled, as no Seller’s sole and exclusive remedyDefault has occurred which remains uncured, then Seller may elect, subject to the written consent of Securities Sellers, to (i) terminate this Contract Agreement by giving providing written notice to Purchaser before and Securities Sellers, in which case the Deposit actually paid by Purchaser has shall be disbursed to Securities Sellers in fact cured such defaultaccordance with and subject to Section 3.2.3 and Section 13.18, whereupon and the Parties shall have no further rights or obligations under this Agreement (except as provided herein), (ii) proceed to Closing without any adjustment in Purchase Price (except as contemplated in Section 3.1.1), (iii) provide written notice to Purchaser, Securities Sellers and Escrow Agent in accordance with and subject to the provisions of Section 3.2.3 and Section 13.18 hereof, in which case, subject to the provisions of the foregoing referenced Sections, the Deposit shall be disbursed to Securities Sellers, and obtain a court order for specific performance; or (iv) in the event specific performance is not an available remedy, Seller shall have the right to the Deposit. For the avoidance of doubt, the right of Securities Sellers pursuant to their rights under Section 13.18 to seek specific performance of Purchaser’s obligations hereunder shall be entitled in addition to Securities Sellers’ right to receive the Xxxxxxx Money Deposit and the Escrow Agent shall deliver the Xxxxxxx Money Deposit pursuant to Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against PurchaserSection 3.2.3 hereof; provided, however, thatthat if Securities Sellers are granted specific performance, notwithstanding then the foregoing, Seller may additionally enforce Deposit shall be applied toward the Purchase Price otherwise due and payable from Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing.

Purchaser’s Default. Seller agrees to use commercially reasonable efforts to provide Purchaser prompt and reasonably specific written notice of any default by Purchaser (of which Seller has actual knowledge) within ten (10) days after Seller gains such actual knowledge of default, but any failure to give such notice shall in no way be deemed a waiver of such default. If prior to or at Closing Purchaser defaults fails to perform or ​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, TX-XXXXX SPOILS TRACTS (EAST & WEST XXXXX PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC) ​ breaches any of Purchaser’s material obligations or covenants under this Contract and such default continues uncured for a period failure or breach is not cured by Purchaser by the date that is the earlier of five the Closing Date or ten (510) business days after Seller gives Purchaser Seller’s written notice to Purchaser reasonably describing the failure to perform of breach of covenant by Purchaser (except obligations due at Closing, for which no notice and cure is required) for any reason other than (i) the termination of this Contract by Seller or Purchaser pursuant to any right to terminate expressly set forth in this Contract (other than this Section), or (ii) Seller’s failure to perform Seller’s material obligations under this Contract, and such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for or breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Seller’s remedies)is not waived or deemed waived by Seller hereunder, then Purchaser shall be in material breach and Seller shall be entitledSeller, as Seller’s sole and exclusive remedyremedy (subject to Section 11(c) hereof), shall have the right to terminate this Contract by giving written notice thereof to Purchaser, in which event the Independent Consideration shall be retained by and/or paid over to Seller and the Net Xxxxxxx Money shall be delivered to Seller as agreed compensation to Seller free and clear of all rights and claims of Purchaser before with respect thereto, and neither Purchaser has in fact cured such default, whereupon nor Seller shall be entitled to receive the Xxxxxxx Money Deposit and the Escrow Agent shall deliver the Xxxxxxx Money Deposit to Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being have any further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s rights or obligations under this Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding except the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations Surviving Obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closingsuch party.

Purchaser’s Default. If Purchaser defaults fails to perform any of Purchaser's obligations under this Contract Agreement for any reason other than (i) the termination of this Agreement by Seller or Purchaser pursuant to any right to terminate expressly set forth in this Agreement (other than this Section), or (ii) Seller's failure to perform Seller's obligations when required to be performed under this Agreement, and such default continues uncured by Purchaser (other than default in performance due at Closing, for a period which there is no notice or cure right) is not cured by the sooner of Closing or five (5) business days after Seller gives Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the same shall immediately allow Seller’s remedies)default, then Purchaser shall be in material breach and Seller shall be entitledSeller, as Seller’s 's sole and exclusive remedy, shall have the right to terminate this Contract Agreement by giving written notice thereof to Purchaser before Purchaser has Purchaser, in fact cured such default, whereupon Seller shall be entitled to receive which event the Xxxxxxx Money Deposit and the Escrow Agent shall deliver the Xxxxxxx Money Deposit to Seller. Seller and Purchaser acknowledge and agree that delivery of the Xxxxxxx Money Deposit shall be deemed delivered to Seller as liquidated damages for Purchaser’s breach free and clear of this Contractall rights and claims of Purchaser with respect thereto, it being and neither Purchaser nor Seller shall have any further agreed that the actual damages to Seller in the event of such breach are impractical to ascertain and the Xxxxxxx Money Deposit is a reasonable estimate thereof. Seller has no right to specifically enforce Purchaser’s rights or obligations under this Contract nor Agreement. Seller hereby expressly waives all remedies and causes of action against Purchaser for Purchaser's failure to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and physical repair obligations of Purchaser expressly set forth in this Contract. In no event shall any officer, director, agent or employee of Purchaser or its partners be personally liable for perform any of Purchaser’s obligations at Closing other than the liquidated damages provided for in this Section 12(b), including, without limitation, any right to enforce specific performance of Purchaser's obligations. The foregoing remedies are, however, in addition to Seller’s rights, as they may exist at law, to obtain injunctive or equitable relief to prevent Purchaser’s breach, threatened breach or continued breach of any pre-Closing covenant of Purchaser under this Contract Agreement, but Seller is waiving the right to seek specific performance of Purchaser’s obligations to close this transaction. Nothing herein shall be construed as a waiver of or limit Seller’s right to pursue all remedies against Purchaser at law and in equity with respect to Surviving Duties and any post-Closing obligations of Purchaser, including, without limitation, Purchaser’s obligations under the documents to be delivered at the ClosingIndemnity Agreement.