Common use of Seller’s Remedies Clause in Contracts

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

Seller’s Remedies. If Purchaser fails to perform defaults on its obligations pursuant to this Contract hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure such default or breach is not cured within three by the earlier of the third (33rd) Business Days business day after written notice thereof from Seller to Purchaser or the Closing Date (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to timely deliver the documents required under this Agreement to be delivered by Purchaser at Closing or the timely payment of the Purchase Price hereunder), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.10, 8.6, 10.3 and 910.4 hereof and/or in the Portfolio Tie-In Agreement), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money (plus payment by Purchaser of the amount any non-refundable deposits, fees or expenses owing to Lender in connection with any Loan Assumption process, as provided in Section 4.12) as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this ContractIf Closing is consummated, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to in the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement. Without limiting the foregoing rights and merely as a courtesy to Purchaser, Seller shall endeavor to deliver prompt written notice to Purchaser upon Seller gaining actual knowledge (and not any constructive or imputed knowledge) that any of Purchaser's covenants as expressly provided for in this Agreement have been breached by Purchaser in any material respect (and failure to promptly deliver such notice shall not be deemed a waiver or limitation of Seller's rights or remedies hereunder).

Seller’s Remedies. If Purchaser fails to perform defaults on its obligations pursuant to this Contract hereunder or under the Portfolio Purchase and Sale Agreement at or prior to Closing for any reason except failure by Seller to perform hereunderreason, or if prior to Closing any one or more of Purchaser's ’s representations or warranties or covenants hereunder, or under the Portfolio Purchase and Sale Agreement, are breached in any material respect, respect that impairs Purchaser’s ability to close under this Agreement or under the Portfolio Purchase and this failure Sale Agreement and such default or breach is not cured within three by the earlier of the third (33rd) Business Days Day after written notice thereof from Seller to Purchaser or the Closing Date (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Membership Interests hereunder or the Portfolio Property pursuant to the Portfolio Purchase and Sale Agreement), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy hereunder (except as provided in Sections 6(c) 4.10, 8.8, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Membership Interests, the Real Property or the Improvements that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Membership Interests, the Real Property or the Improvements. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.8, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MEMBERSHIP INTERESTS, THE REAL PROPERTY OR THE IMPROVEMENTS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.11, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Earnest Money as liquidated damages and not as penalty, in full satisfaction satisfxxxxxx of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Earnest Money is a fair estimate of those damages and which has been agreed to in agreex xx xx an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in Exhibit G to the contrary, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise unreasonably delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit G. In all other than as a result of Purchaser’s exercise of its events Seller's remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.11, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation that survives the Closing of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this if said failure or breach is not cured within three continues for more than five (35) Business Days days after written notice from thereof, Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE sole and EXCLUSIVE exclusive remedy at law and in equity (except as provided in Sections 6(c) 4.11, 8.5, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a10.1 to the contrary, if the default by Purchaser (i) does not adversely affect Purchaser's ability to close on the purchase of the Property in accordance with the terms of this Agreement, (ii) is a default that cannot be cured due to the passage of a time deadline, and (iii) is a default that does not prejudice Seller's rights under this Agreement (e.g., the failure of Purchaser to deliver a copy of a report to Seller by an applicable deadline when delivery of said report to Seller after the deadline does not prejudice Seller's rights hereunder) (a "Non-Material Default"), then Purchaser shall use diligent efforts to remedy said Non-Material Default, to the extent possible, as soon as reasonably possible, and so long as Purchaser continues to diligently attempt to remedy said Non-Material Default, and so long as the Closing is not delayed more than ten (10) days from the originally scheduled Closing Date, then Seller shall have no right to terminate this Agreement or receive the Xxxxxxx Money as a result of said Non-Material Default (although Seller shall at all times have its rights and remedies under this Section 10.1 for any default by Purchaser that is not a Non-Material Default). Notwithstanding anything in this Section 10.1 or in Exhibit E to the contrary, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than Property, and in said event Seller shall not be required to submit such matter to arbitration as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummatedcontemplated by Exhibit E, then provided that Seller shall have no such rights if such actions are taken by Purchaser in furtherance of a specific performance action. In all other events Seller's remedies available at law or shall be limited to those described in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this ContractSection 10.1 and Sections 4.11, 8.5, 10.3 and 10.4 hereof.

Seller’s Remedies. If Purchaser fails to perform defaults on its obligations pursuant to this Contract hereunder, or under the Other Purchase and Sale Agreements, at or prior to Closing for any reason except failure by Seller to perform hereunderreason, or if prior to Closing any one or more of Purchaser's ’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respectrespect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements, and this failure such default or breach is not cured within three by the earlier of the third (33rd) Business Days Day after written notice thereof from Seller to Purchaser or the Other Sellers (other than failure to close for any reason unrelated to a default by Seller, for which there shall be as applicable) or the Closing Date (except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Property hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy hereunder (except as provided in Sections 6(c) 4.10, 8.8, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as a penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.8, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.”

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.10, 8.2, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.2, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails to perform defaults on its obligations pursuant to this Contract hereunder, or under the Harborside Purchaser and Sale Agreement, at or prior to Closing for any reason except failure by Seller to perform hereunderreason, or if prior to Closing any one or more of Purchaser's ’s representations or warranties or covenants hereunder, or under the Harborside Purchase and Sale Agreement, are breached in any material respectrespect that impairs Purchaser’s ability to close under this Agreement or under the Harborside Purchase and Sale Agreement, and this failure such default or breach is not cured within three by the earlier of the third (33rd) Business Days Day after written notice thereof from Seller to Purchaser or Harborside Seller (other than failure to close for any reason unrelated to a default by Seller, for which there shall be as applicable) or the Closing Date (except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Property hereunder or the Harborside Membership Interests pursuant to the Harborside Purchase and Sale Agreement), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy hereunder (except as provided in Sections 6(c) 4.10, 8.8, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as a penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.8, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9)sole remedy, may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money Deposit as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money Deposit is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) the foregoing, if Purchaser interferes with or makes any attempt to interfere with Seller by retaining all or any portion of the contraryDeposit, in including, without limitation, the event recording of Purchaser's default a lis pendens or termination of this Contractother lien against the Property without justification, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or the right to elect to recover its actual damages or the Property that would otherwise delay liquidated damages by giving written notice to Purchaser. If Purchase shall, post-closing of title, breach any of its covenants or prevent surviving representations and warranties, including those covenants contained in the Deed, then the Seller from having clearshall have as its one of its remedies the right of reverter, indefeasible whereby it shall be entitled to possession and marketable title to the Property. In such an event, title to the Property other than as a result shall, pursuant to the terms of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummatedthe Deed and this Agreement, then revert to the Seller and the Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contractretain the entire purchase price as its liquidated damages.

Seller’s Remedies. If Purchaser fails to perform its obligations consummate the purchase of the Property pursuant to this Contract Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure such default or breach is not cured within three by the earlier of the third (33rd) Business Days Day after written notice thereof from Seller to Purchaser or the Closing Date (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Property hereunder), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.10, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in Exhibit I to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit I. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser is in material default under this Agreement of its obligation to close this transaction and Seller is not in material default, the sole and exclusive remedy of Seller shall be to terminate this Agreement by notice given to Purchaser and in such event Purchaser shall be liable to Seller for liquidated damages in the amount equal to one percent (1%) of $32,055,754.00 plus Litigation Expenses incurred by Seller in enforcing the collection of such liquidated damages . The Parties recognize and agree that the foregoing remedy for liquidated damages is a reasonable amount in the context of this transaction in which the accurate measurement of damages is not feasible or convenient. Notwithstanding the foregoing, if Purchaser (i) violates the Recording Restriction (as hereinafter defined), (ii) fails to indemnify, defend or hold Seller and the Project harmless in respect to Tests and Studies as provided in Paragraph 5.02 hereof, or (iii) fails to bind its successors and assigns as provided in Paragraph 13.04 hereof, Seller, in addition to the aforesaid liquidated damages in respect to Purchaser's failure to close this transaction, shall be entitled (subject to the limitations contained in Paragraph 23 hereof) to recover from Purchaser monetary damages in the amount actually suffered by Seller as a result of the events set forth in clauses (i), (ii), or (iii). If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform pay, when due, the Earn-Out Payments and/or Footage Payments required hereunder, Seller shall only be entitled to recover from Purchaser such Earn-Out Payments or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respectFootage Payments, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except plus interest thereon as provided in Sections 6(c) and 9)Paragraph 24.16 hereof, may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contractplus Litigation Expenses.

Seller’s Remedies. If Purchaser fails to perform Perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided Provided in Sections 6(c) 4.11, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in Exhibit F to the contrary, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaser’s exercise of its events Seller's remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.11, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails the parties fail to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more consummate the purchase of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated the Property due to a default by SellerPurchaser default, for which there Seller shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9)sole remedy, may (i) to terminate this Contract Agreement and receive retain the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary0, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result Property. Nothing contained in this 0 shall serve to otherwise limit Seller’s legal or equitable rights and remedies against Purchaser arising out of Purchaser’s exercise of its remedies obligations under subsection (b) Section 3.4, 0, 0, 0 and 0 hereof. If the Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement (after satisfaction of all conditions precedent set forth in this Agreement for such performance) at or prior to Closing for any reason except failure by Seller to perform its obligations hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three ten (310) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period)Purchaser, then Seller, as its SOLE sole and EXCLUSIVE exclusive remedy (except as provided in Sections 6(c) 5 and 9), may (i) terminate this Contract Agreement and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, hereunder (except for claims arising under Section 5 or (ii) waive Purchaser’s failure or breach and proceed to ClosingSection 9). Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Property, except in the event that Purchaser is asserting such claims in connection with Purchaser’s exercise of its remedies under subsection (bspecific performance pursuant to Section 11(b) hereofbelow. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser that expressly survives Closing under this ContractAgreement.

Seller’s Remedies. If Purchaser fails Notwithstanding anything to perform its obligations the contrary set forth herein, upon Buyer’s breach of any representation, warranty, covenant or agreement contained in this Agreement such that Seller would be entitled to terminate this Agreement pursuant to Section 12.1(a) or 12.1(d), Seller, at its sole option, may either (i) enforce specific performance of this Contract at Agreement or prior (ii) terminate this Agreement and, as liquidated damages, be entitled to Closing for any reason except failure (x) receive the entirety of the Escrow Amount and (y) receive from Buyer an amount equal to the sum of (A) Buyer’s Hedge Gain (as defined below), (B) if Buyer has failed to deposit the Escrow Amount with Escrow Agent in accordance with Section 2.1(b), an amount equal to the Escrow Amount (which shall be in lieu of the right to receive the Escrow Amount pursuant to the preceding clause (x)) and (C) an amount equal to the reasonable documented out-of-pocket fees and expenses incurred by Seller or its affiliates in connection with this Agreement and the transactions contemplated hereby (such amounts being collectively, “Seller’s Damages”), in either case, as Seller’s sole and exclusive remedy for such default, all other remedies being expressly waived by Seller. As used herein, “Buyer’s Hedge Gain” means the net Closeout Amount, if any, that would be owed to perform hereunder, or Buyer and its affiliates under Buyer’s Xxxxxx (as defined in Section 12.3(b) below) if prior to Closing any one or more all of Purchaser's representations or warranties are breached in any material respect, Buyer’s Xxxxxx were settled as of the close of trading on the first Business Day after the day on which this Agreement is terminated and this failure or breach is not cured within “Closeout Amount” means the average executable closeout amounts quoted by three (3) nationally recognized commodities traders selected by Buyer, based on the closing settlement prices of Buyer’s Xxxxxx as of the close of trading on the first Business Day after the day on which this Agreement is terminated; provided that the commodities traders from whom quotes are to be requested shall be identified to Seller as soon as reasonably practicable on such day and copies of such quotes shall be delivered to Seller by the next Business Day. Seller’s Damages shall be paid within six (6) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails Notwithstanding anything to the contrary set forth herein, if Seller is entitled to terminate this Agreement pursuant to Section 13.1(a) because of the failure of Buyer to close the transactions contemplated by this Agreement in the instance where, as of the Closing Deadline, (i) all of the conditions precedent to the obligations of Buyer set forth in Section 8.2 (other than those actions or deliveries to occur at Closing or contingent upon the satisfaction of other conditions precedent set forth in Article VIII at Closing) have been met, or waived in writing by Buyer, and (ii) Seller is ready, willing and able to perform its obligations pursuant to this Contract at or prior to under Section 9.2(b) (a “Buyer Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure periodBreach”), then Seller, as its SOLE sole and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9)exclusive remedy, may (i) terminate this Contract the Agreement and receive retain the Xxxxxxx Money Performance Deposit, free of any claims by Buyer with respect thereto, as liquidated damages and not as penaltydamages. All other remedies are hereby expressly waived by Seller. IT IS EXPRESSLY STIPULATED BY THE PARTIES THAT THE ACTUAL AMOUNT OF DAMAGES RESULTING FROM SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE ACCURATELY BECAUSE OF THE UNIQUE NATURE OF THIS AGREEMENT, in full satisfaction of claims against Purchaser hereunderTHE UNIQUE NATURE OF THE OIL AND GAS INTERESTS, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficultTHE UNCERTAINTIES OF APPLICABLE COMMODITY MARKETS AND DIFFERENCES OF OPINION WITH RESPECT TO SUCH MATTERS, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAND THAT THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN ARE A REASONABLE ESTIMATE BY THE PARTIES OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DO NOT CONSTITUTE A PENALTY.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by the applicable Seller to perform hereunder or a permitted termination hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from each Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE sole and EXCLUSIVE exclusive remedy (except as provided in Sections 6(c) 4.10, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement with respect to the applicable portion of the Property and receive retain the applicable portion of the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Each Seller hereby waives all other remedies, whether at law or (ii) waive Purchaser’s failure or breach and proceed to Closingin equity. Each Seller and Purchaser agree that such Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the applicable portion of the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default as to an applicable parcel or a termination of this ContractAgreement as to an applicable parcel, each Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the applicable portion of the Property that would otherwise unreasonably delay or prevent such Seller from having clear, indefeasible and marketable title to the Property or if Purchaser has breached Section 12.13. In all other than as a result of Purchaserevents each Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.6, 10.3 and 10.4 hereof. If an applicable Closing is consummated, then the applicable Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this Contractthat survives such Closing.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.. Purchase and Sale Agreement15233079_2 17

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.10, 8.2, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaserevents Xxxxxx’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.2, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.11, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in Exhibit F to the contrary, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right fight to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit F. In all other than as a result of Purchaser’s exercise of its events Seller's remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.11, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement which specifically survives Closing.

Seller’s Remedies. If Purchaser fails to perform its obligations consummate the purchase of the Property pursuant to this Contract Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure such default or breach is not cured within three by the earlier of the third (33rd) Business Days business day after written notice thereof from Seller to Purchaser or the Closing Date (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to timely consummate the purchase of the Property or the timely payment of the Purchase Price hereunder), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) Section 4.10, Section 8.6, Section 10.3 and 9Section 10.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Exxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Exxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this ContractIf Closing is consummated, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to in the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement that by their terms survive Closing and any obligations of Purchaser under the documents executed and delivered by Purchaser at Closing.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, respect and this failure or Purchaser has failed to cure such breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than and/or failure to close for any reason unrelated to a default by Seller’s reasonable satisfaction within five (5) business days after receiving notice of such breach and/or failure, for which there Seller shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c4(h), 8(c) and 910(c) hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money Deposit as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. For the avoidance of doubt, or (ii) waive the cure period set forth in the immediately preceding sentence shall not apply to Purchaser’s obligations to consummate Closing pursuant to the terms of this Agreement, and Seller shall not be required to send notice to Purchaser of such breach and/or failure or breach and proceed to Closingbefore exercising its remedies hereunder. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money Deposit is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything Seller’s remedies shall be limited to those described in this Section 11(a10(a) to and Sections 4(h), 8(h), 10(c), and 10(d) hereof. If the contrary, in the event of Purchaser's default or termination of this ContractClosing is consummated, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to in the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement which survives Closing. In no event shall Purchaser’s direct or indirect partners, shareholders, owners or affiliates, any officer, director, employee or agent of the foregoing, or any affiliate or controlling person thereof have any liability for any claim, cause of action or other liability arising out of or relating to this Agreement or the Properties, whether based on contract, common law, statute, equity or otherwise.

Seller’s Remedies. If Purchaser Buyer fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except for failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's Buyer’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from then Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c5(b) and 9)8), may (i) to terminate this Contract Contract, and receive retain the Xxxxxxx Money Deposit and any Extension Fee as liquidated damages and not as a penalty, in full satisfaction of claims against Purchaser Buyer hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser Buyer agree that Seller's ’s damages resulting from Purchaser's Buyer’s default are difficult, if not impossible, to determine, and the Xxxxxxx Money Deposit is a fair estimate of those damages and has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a10(a) to the contrary, : (i) in the event of Purchaser's Buyer’s default hereunder beyond any applicable cure period, or termination in the event this Contract is properly terminated pursuant to the terms hereof, and in either such event Buyer files a lis pendens or otherwise takes action to delay or prevent Seller’s sale of this Contractthe Property to a third party, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or equity, and (ii) Seller acknowledges and agrees that Buyer has the right to terminate this Contract for any reason whatsoever on or before the Property expiration of the Feasibility Period, and in no event shall such termination constitute a default by Buyer nor shall any action or inaction by Buyer during the Feasibility Period constitute a default if Buyer so terminates, provided that would otherwise delay or prevent Seller from having clear, indefeasible the provisions of this clause (ii) shall not be in derogation of Buyer’s indemnification obligations expressly set forth in Sections 5(b) and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract8.

Seller’s Remedies. If (i) Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or (ii) if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure or breach is in either case are not cured within three [****] from receipt of notice (3) Business Days after which written notice shall describe all defaults and breaches with reasonable specificity) from Seller to Purchaser (other than failure to close for of such breach, provided the Closing Date shall in no way be delayed as a result of any reason unrelated to a default by Sellercure period, for which there then Seller shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.9, 10.3, 10.4 and 912.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this ContractIf Closing is consummated, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to in the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement that survives the Closing. Purchaser agrees to give Seller written notice of any breach of a Purchaser representation not later than five (5) days following Purchaser becoming aware of the breach.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.11, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Earnest Money as liquidated damages and not as penalty, in full satisfaction saxxxxxxxion of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Earnest Money is a fair estimate of those damages and which has been agreed to axxxxx xo in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in Exhibit G to the contrary, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise unreasonably delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit G. In all other than as a result of Purchaser’s exercise of its events Seller's remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.11, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation that survives the Closing of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.11, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in Exhibit E to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit E. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.11, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.Agreement that survives Closing. 4171958.3 13662.94208

Seller’s Remedies. If Purchaser fails to perform its obligations consummate the purchase of the Property pursuant to this Contract Agreement or otherwise defaults on its obligations hereunder at or prior to Closing in any material respect for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure such default or breach is not cured within three by the fifth (35th) Business Days Day after written notice thereof from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Property hereunder), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.10, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in Exhibit I to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit I. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. The Closing Date shall be extended, if applicable, to provide the cure period set forth in the first sentence hereof.

Seller’s Remedies. If Purchaser fails to perform its obligations consummate the purchase of the Property pursuant to this Contract Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure such default or breach is not cured within three by the earlier of the third (33rd) Business Days Day after written notice thereof from Seller to Purchaser or the Closing Date (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Property hereunder), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.10, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser is in material default under this Agreement of its obligation to close this transaction and Seller and Contractor are not in material default, the sole and exclusive remedy of Seller shall be to terminate this Agreement by notice given to Purchaser and in such event Purchaser shall be liable to Seller for liquidated damages in the amount equal to one percent (1%) of $22,878,566.00 plus Litigation Expenses incurred by Seller in enforcing the collection of such liquidated damages. The Parties recognize and agree that the foregoing remedy for liquidated damages is a reasonable amount in the context of this transaction in which the accurate measurement of damages is not feasible or convenient. Notwithstanding the foregoing, if Purchaser (i) violates the Recording Restriction (as hereinafter defined), (ii) fails to indemnify, defend or hold Seller and the Project harmless in respect to Tests and Studies as provided in Paragraph 5.02 hereof, or (iii) fails to bind its successors and assigns as provided in Paragraph 13.04 hereof, Seller, in addition to the aforesaid liquidated damages in respect to Purchaser's failure to close this transaction, shall be entitled (subject to the limitations contained in Paragraph 23 hereof) to recover from Purchaser monetary damages in the amount actually suffered by Seller as a result of the events set forth in clauses (i), (ii), or (iii). If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform pay, when due, the Earn-Out Payments and/or Footage Payments required hereunder, Seller shall only be entitled to recover from Purchaser such Earn-Out Payments or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respectFootage Payments, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except plus interest thereon as provided in Sections 6(c) and 9)Paragraph 24.16 hereof, may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contractplus Litigation Expenses.

Seller’s Remedies. If Purchaser fails to perform its obligations ----------------- pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c4(i), 8(e), 8(f), 10(c) and 910(d) hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money Deposit as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money Deposit is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a10(a) to the contrary, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaser’s exercise of its events Seller's remedies under subsection (bshall be limited to those described in this Section 10(a) and Sections 4(i), 8(e), 8(f), 10(c) and 10(d) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.Agreement which survive closing. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. (c) (d)

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respectrespect and remain Agreement of Purchase and Sale - (1111 Durham Ave., and this failure or breach is not cured within three (3S. Plainfield, NJ) Business Days after written notice from - Page 19 ---------------------------------------------------------------------- uncured, Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.11, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive --------------------------------- recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 or in ------------ Exhibit G to the contrary, in the event of Purchaser's default or a termination --------- of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit G. In all other than as a result of Purchaser’s exercise of its events Seller's --------- remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections ------------ -------- 4.11, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have ------------------------ all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant complete this purchase without legal excuse, Seller shall have the right to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more RECEIVE AND RETAIN THE SUM of Purchaser's representations or warranties are breached in any material respectONE Hundred Fifty Thousand Dollars ($150,000), and this failure or breach is not cured within three the parties do hereby agree: (3I) Business Days after written notice from Seller SUCH SUM IS hereby specifically agreed to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or AND HAS BEEN NEGOTIATED IN GOOD FAITH AND MUTUALLY APPROVED BY THE PARTIES; (iiII) waive Purchaser’s failure or breach and proceed such amount constitutes the parties' best reasonable attempt to Closing. Seller and Purchaser agree that estimate Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to that would be certain. Notwithstanding anything in this Section 11(a) to the contrary, incurred in the event of such default; (III) any such damages would be extremely difficult and impractical to quantify; and (IV) such damages are expressly intended to and shall constitute Seller's sole and exclusive remedy for such default. Upon such failure by Purchaser to close without legal excuse, the Deposit shall be released by the Escrow Agent to Seller AND PAID AS LIQUIDATED DAMAGES TO SELLER PURSUANT TO the prior sentence. The limitation on Seller's claims in this paragraph are conditioned, however, on Purchaser's default or termination promptly executing and delivering to Seller an unconditional release of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to purchase or claim by Purchaser against the Property that would otherwise delay or prevent Seller from having clear, indefeasible pursuant to this Agreement and marketable title to the Property other than as a result delivery of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated's entire work product as required by this Agreement and, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation do so promptly on request of Purchaser Seller, Seller shall be entitled to such remedies for breach of contract as may be available under applicable law, including (without limitation) the remedy of specific performance of this ContractAgreement and the right to recover its actual and consequential damages. Seller shall also have the right to seek specific enforcement of this Agreement.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.9, 10.6, 12.3 and 912.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money Earnxxx Xxxey as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money Earnxxx Xxxey is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 12.1 to the contrary, in the event of Purchaser's default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaser’s exercise of its events Seller's remedies under subsection (b) shall be limited to those described in this Section 12.1 and Sections 4.9, 10.6, 12.3 and 12.4 hereof. If Closing is consummatedIN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Seller's Initials Purchaser's Initials ------------ -------------

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c5(b) and 9), may (i) terminate this Contract Agreement and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's ’s default or termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereofProperty. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement. In no event or circumstance shall Seller be entitled to any consequential or punitive damages.

Seller’s Remedies. If The parties agree that if Purchaser defaults in its obligations hereunder and such default continues for ten (10) days after notice thereof from Seller (however, in the event that Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for close on any reason except failure by Seller to perform Lots as required hereunder, or if prior Purchaser shall have only five (5) days to Closing any one or more cure such default after notice from Seller), then in such event Seller shall, be entitled to terminate this Agreement by delivery of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from thereof to Purchaser. Seller shall have no right to bring an action against Purchaser (other than or xxx Purchaser for damages for Purchaser’s failure to close for on any reason unrelated Lot in a timely manner. In the event Purchaser fails to a default by close on any Lot pursuant to the terms and provisions of Section 3.03 of this Agreement, Seller, for which there ’s sole remedy shall be Seller’s right to terminate this Agreement upon written notice to Purchaser. Seller shall have the limited right to maintain an action against Purchaser for Seller’s actual monetary damages in the event Purchaser fails to comply with the terms and provisions of Section 3.02 hereof with respect to the Additional Purchase Price or as may be otherwise specifically provided in this Agreement. Seller shall have no notice right under any circumstances to xxx Purchaser for punitive, consequential, incidental damages or cure periodlost profits. The indemnification obligations contained in Sections 6.04(e), then Seller6.05, as its SOLE 6.06 and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9)17.01 of this Agreement, may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, shall continue in full satisfaction force and effect after the termination of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closingthis Agreement. Seller hereby waives and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, releases its right to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to seek any other remedies at law or in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, equity in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contractdefault.

Seller’s Remedies. If Purchaser fails to perform its obligations consummate the purchase of the Property pursuant to this Contract Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure such default or breach is not cured within three by the Closing Date (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Property hereunder), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.10, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property Property. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.10, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Should Purchaser fails to perform its obligations pursuant to breach any term of this Contract at or prior to Closing and such default continues beyond the Cure Right Period (as defined in Article VII below), Seller shall be entitled, as Seller's sole and exclusive remedy for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (default other than a failure of Purchaser to close for any reason unrelated honor its indemnity and hold harmless obligations under Section 2.03 of this Contract, to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) waive the contractual obligations of Purchaser in writing; or (ii) extend the time for performance by such period of time as may be mutually agreed upon in writing by the Parties hereto; or (iii) terminate this Contract and receive require the Xxxxxxx Title Company to pay the Exxxxxx Money on deposit to Seller as liquidated damages for such default and not as a penalty, in full satisfaction of claims against Purchaser which event the Parties shall be released herefrom and shall have no further rights, obligations, or responsibilities hereunder, or except the continuing obligations of Purchaser pursuant to Section 2.03 of this Contract. Purchaser agrees that the damages incurred by Seller in the event Purchaser defaults under this Contract and fails to complete the purchase of the Property would be difficult to ascertain and Purchaser agrees that forfeiture of the Exxxxxx Money to Seller is a reasonable remedy. Seller's extension of the time for Purchaser's performance pursuant to clause (ii) waive Purchaser’s failure or breach above shall not constitute an election of remedies and proceed to Closing. Seller and Purchaser agree that shall not prohibit Seller's damages resulting from Purchaserexercise of Seller's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, other remedies set forth above in the event Purchaser fails to cure such breach prior to the expiration of Purchaser's default or such extension period. Notwithstanding the above provisions of this Section 5.01, the indemnity and hold harmless obligations of Purchaser described in Section 2.03 of this Contract shall be specifically enforceable by Seller at any time and shall survive any termination of this Contract, . Seller shall have be entitled to pursue all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its legal and equitable remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation specifically enforce the obligations of Purchaser under described in Section 2.03 of this ContractContract and shall be entitled to recover all costs and expenses of such enforcement proceedings, including, without limitation, all reasonable attorney’s fees and expenses.

Seller’s Remedies. If Purchaser fails to perform its obligations consummate the purchase of the Property pursuant to this Contract Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure such default or breach is not cured within three by the earlier of the fifth (35th) Business Days Day after written notice thereof from Seller to Purchaser or the Closing Date (other than failure to close for any reason unrelated to a default by Seller, for which there shall be except no notice or cure periodperiod shall apply if Purchaser fails to consummate the purchase of the Property hereunder), then SellerSeller shall be entitled, as its SOLE and EXCLUSIVE sole remedy (except as provided in Sections 6(c) 4.9, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Earnest Money as liquidated damages and not as penalty, in full satisfaction fuxx xxxisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, determine and the Xxxxxxx Earnest Money is a fair estimate of those damages and which has been agreed beex xxxxxd to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this ContractIf Closing is consummated, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to in the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement required to be performed after Closing.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) herein provided to the contrary, if this Agreement is terminated by Sellers pursuant to Section 13.1(a)(iv), then Sellers shall be entitled to receive, without waiving or releasing Buyer’s obligations under Article V and Section 7.11(b), the Performance Deposit (together with all interest and other amounts earned thereon) (and Buyer shall promptly deliver written instructions to the Escrow Agent directing it to promptly release same to Sellers), as liquidated damages. Except for the remedy provided in Section 13.2(c), such remedy shall be Sellers’ sole and exclusive remedy for such failure (including against the Financing Parties), all other remedies being expressly waived by Sellers. If the Closing does not occur for any reason, (i) Sellers and their Affiliates will not seek to recover any money damages or seek any other remedy against any Financing Party or any Related Party with respect to this Agreement, the Financing contemplated to be provided by the Financing Parties or any of the other transactions contemplated hereby and (ii) the Financing Parties and the Related Parties will not seek to recover any money damages or seek any other remedy against any Seller or its Affiliates with respect to this Agreement, the Financing contemplated to be provided by the Financing Parties or any of the other transactions contemplated hereby. Sellers and Buyer agree upon the Performance Deposit as liquidated damages due to the difficulty and inconvenience of measuring actual damages and the uncertainty thereof, and Sellers and Buyer agree that such amount is a reasonable estimate of Sellers’ loss in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contractsuch failure by Buyer.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant complete this purchase without legal excuse, Seller shall have the right to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more RECEIVE AND RETAIN THE SUM of Purchaser's representations or warranties are breached in any material respectONE Hundred Thousand Dollars ($100,000), and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may the parties do hereby agree: (i) terminate this Contract and receive the Xxxxxxx Money as SUCH SUM IS hereby specifically agreed to be liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or AND HAS BEEN NEGOTIATED IN GOOD FAITH AND MUTUALLY APPROVED BY THE PARTIES; (ii) waive Purchaser’s failure or breach and proceed such amount constitutes the parties' best reasonable attempt to Closing. Seller and Purchaser agree that estimate Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to that would be certain. Notwithstanding anything in this Section 11(a) to the contrary, incurred in the event of such default; (iii) any such damages would be extremely difficult and impractical to quantify; and (iv) such damages are expressly intended to and shall constitute Seller's sole and exclusive remedy for such default. Upon such failure by Purchaser to close without legal excuse, the Deposit shall be released by the Escrow Agent to Seller AND PAID AS LIQUIDATED DAMAGES TO SELLER PURSUANT TO the prior sentence. The limitation on Seller's claims in this paragraph are conditioned, however, on Purchaser's default or termination promptly executing and delivering to Seller an unconditional release of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to purchase or claim by Purchaser against the Property that would otherwise delay or prevent Seller from having clear, indefeasible pursuant to this Agreement and marketable title to the Property other than as a result delivery of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated's entire work product as required by this Agreement and, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation do so promptly on request of Purchaser Seller, Seller shall be entitled to such remedies for breach of contract as may be available under applicable law, including (without limitation) the remedy of specific performance of this ContractAgreement and the right to recover its actual and consequential damages. Seller shall also have the right to seek specific enforcement of this Agreement.

Seller’s Remedies. If Purchaser fails to perform its obligations pursuant to this Contract Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's ’s representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Sellerentitled, as its SOLE sole and EXCLUSIVE exclusive remedy at law or in equity (except as provided in Sections 6(c) 4.11, 8.6, 10.3 and 910.4 hereof), may (i) to terminate this Contract Agreement and receive recover the Xxxxxxx Exxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's ’s damages resulting from Purchaser's ’s default are difficult, if not impossible, to determine, determine and the Xxxxxxx Exxxxxx Money is a fair estimate of those damages and which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 11(a) 10.1 to the contrary, in the event of Purchaser's ’s default or a termination of this ContractAgreement, Seller shall have all remedies available at law or in equity if in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to any of the Property Properties that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property such Properties. In all other than as a result of Purchaserevents Seller’s exercise of its remedies under subsection (b) shall be limited to those described in this Section 10.1 and Sections 4.11, 8.6, 10.3 and 10.4 hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if in the event Purchaser fails to perform any post-closing obligation of Purchaser under this ContractAgreement.

Seller’s Remedies. If Purchaser is in material default under this Agreement of its obligation to close this transaction and Seller is not in material default, the sole and exclusive remedy of Seller shall be to terminate this Agreement by notice given to Purchaser and in such event Purchaser shall be liable to Seller for liquidated damages in the amount equal to one percent (1%) of $22,109,686.00 plus Litigation Expenses incurred by Seller in enforcing the collection of such liquidated damages . The Parties recognize and agree that the foregoing remedy for liquidated damages is a reasonable amount in the context of this transaction in which the accurate measurement of damages is not feasible or convenient. Notwithstanding the foregoing, if Purchaser (i) violates the Recording Restriction (as hereinafter defined), (ii) fails to indemnify, defend or hold Seller and the Project harmless in respect to Tests and Studies as provided in Paragraph 5.02 hereof, or (iii) fails to bind its successors and assigns as provided in Paragraph 13.04 hereof, Seller, in addition to the aforesaid liquidated damages in respect to Purchaser's failure to close this transaction, shall be entitled (subject to the limitations contained in Paragraph 23 hereof) to recover from Purchaser monetary damages in the amount actually suffered by Seller as a result of the events set forth in clauses (i), (ii), or (iii). If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform pay, when due, the Earn-Out Payments and/or Footage Payments required hereunder, Seller shall only be entitled to recover from Purchaser such Earn-Out Payments or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respectFootage Payments, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except plus interest thereon as provided in Sections 6(c) and 9)Paragraph 24.16 hereof, may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closingplus Litigation Expenses. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.38 44