Common use of Seller’s Remedies Clause in Contracts

Seller’s Remedies. If Purchaser defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reason, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereof), to terminate this Agreement. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. In all other events Seller’s remedies 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, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Notwithstanding any provision of this Agreement to the contrary other than Section 7.03, if Purchaser defaults on its fails or refuses to timely comply with Purchaser’s obligations hereunder or under is unable to do so as the Other Purchase and Sale Agreements at or prior to Closing for any reason, or if prior to Closing any one or more result of Purchaser’s representations act or warranties failure to act and any such failure (other than a failure to fund the Purchase Price at Closing Date) continues for a period of ten (10) days after delivery of written notice specifying such failure from Seller to Purchaser (provided, however, that if such failure requires more than ten (10) days to cure, then such ten (10) day period will extend to thirty (30) days provided that Purchaser commences to cure such failure within such initial ten (10) day period and diligently prosecutes such cure thereafter), Seller may terminate this Agreement and, as Seller’s sole and exclusive remedies: recover or covenants retain the Exxxxxx Money. It is agreed and understood that the Exxxxxx Money will be delivered to Seller as liquidated damages, and not a penalty, in full satisfaction of all of Seller’s claims against Purchaser hereunder or pursuant hereto or in connection herewith. Seller and Purchaser agree that it is difficult to determine the actual amount of Seller’s damages arising out of Purchaser’s breach but said amount is a fair estimate of those damages which has been agreed to by the parties in a good faith effort to make the damages certain. If a party exercises a right of termination pursuant to the terms and provisions of this Agreement that provides for the return of the Exxxxxx Money to Purchaser, then, notwithstanding the foregoing, Seller may (i) recover damages with respect to any failure by Purchaser to comply with Purchaser’s Post Termination Obligations or any other indemnification obligations of Purchaser hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs (ii) enforce specific performance of Purchaser’s ability Post Termination Obligations. The foregoing notwithstanding, a failure by Purchaser to close under this Agreement or under timely fund the Other Purchase and Sale Agreements and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Seller or Price on the Closing Date (except no will be a default by Purchaser hereunder without a notice or and cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereof), to terminate this Agreement. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. In all other events Seller’s remedies 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, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISEopportunity.

Seller’s Remedies. If Purchaser defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reason, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Seller conditions in section 3.2 are not satisfied, Sellers shall have the right, at Sellers’ exclusive election, either to waive the condition in question and proceed with the sale or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereof), to terminate this Agreement; provided that the Closing Date may be extended to any date not later than December 31, 2004, at Sellers’ exclusive election, for a reasonable period to allow all of such conditions to be satisfied, subject to Sellers’ further right to terminate this Agreement on the expiration of the period of the extension if all of such conditions shall not then have been satisfied. If Sellers so elect to terminate this Agreement, neither Buyer nor Sellers shall have any further rights or obligations under this Agreement, except that the covenants and agreements in sections 4.5.4 and 4.12 shall survive any termination of this Agreement. Notwithstanding anything in any of the foregoing provisions of this Section 10.1 section 3.3.2 to the contrary, in the event of Purchaserany material breach by Buyer of any covenant or agreement herein or hereunder, and if the sale of the Assets if not consummated hereunder because of such breach, Buyer (a) shall, on demand by Sellers, direct Buyer’s default counsel to remit the Deposit to Quik Drive USA as liquidated damages and (b) shall not, for a period of three years from and after such termination, solicit for employment or engagement as a consultant any person that is an employee of any Company at the date of such termination of this Agreementor at any time during such three-year period, Seller shall have all remedies otherwise than through advertisements or notices that are generally available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or public (the Property that would otherwise delay or prevent Seller from having clear“Non-Solicitation”). IF THE TRANSACTIONS CONTEMPLATED HEREBY ARE NOT CONSUMMATED AS PROVIDED HEREIN BY REASON OF SUCH BREACH, indefeasible and marketable title to the Partnership Interests or the PropertyBUYER AND SELLERS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGE THAT SELLERS MAY SUFFER. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.10THEREFORE, 8.8, 10.3 and 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT BUYER AND SELLERS AGREE THAT A REASONABLE ESTIMATE OF THE FOREGOINGTOTAL NET DETRIMENT THAT SELLERS WOULD SUFFER IF BUYER SO BREACHES AND FAILS TO COMPLETE THE PURCHASE OF THE ASSETS AS CONTEMPLATED HEREBY IS AND SHALL BE, AS SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY IN EQUITY), THE NON-SOLICITATION AND THE AMOUNT OF THE DEPOSIT. THE NON-SOLICITATION AND SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR ANY CLAIMSUCH DEFAULT PRIOR TO THE CONSUMMATION OF ALL OF THE TRANSACTIONS CONTEMPLATED HEREBY, CAUSE OF ACTION ALL OTHER CLAIMS TO DAMAGES OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.REMEDIES BEING HEREIN EXPRESSLY WAIVED. Buyer’s Initials Sellers’ Initials

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement as a result of Purchaser's default hereunder, Seller shall be entitled, as its sole remedy, to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller's damages resulting from Purchaser's failure to consummate the purchase of the Property are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages, which has been agreed to in an effort to cause the amount of such damages to be certain. If Purchaser defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonother than failing to consummate the purchase of the Property pursuant to this Agreement, 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 respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day business day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller then INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, shall be entitledliable to Seller for any and all claims, as its sole remedy hereunder demands, liabilities (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereofincluding strict liability), to terminate this Agreementlosses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind of character, contingent or otherwise, matured or unmatured, known or unknown, forseeable or unforeseeable, whether or not ultimately defeated, and the settlement of any claim or judgment including all value paid or given in settlement as a result of such default. Notwithstanding anything in this Section SECTION 10.1 or in EXHIBIT I to the contrary, in the event of Purchaser’s 's default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. In all other events Seller’s remedies , and in said event Seller shall not be limited required to those described in this Section 10.1 and Sections 4.10, 8.8, 10.3 and 10.4 hereof. submit such matter to arbitration as contemplated by EXHIBIT I. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this AgreementAgreement not cured by Purchaser within three (3) business days after written notice from Seller to Purchaser of the breach of the Obligation. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERSThe obligations of Inland Real Estate Acquisitions, SHAREHOLDERSInc. set forth in this SECTION 10.1 shall be an obligation of Inland Real Estate Acquisitions, MEMBERSInc., 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISEwhich expressly survive Closing hereunder.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonreason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day business day after written notice thereof from Seller or the Closing Date (Seller hereby agreeing to give such written notice to Purchaser within two business days after Seller first learns of any such default or breach by Purchaser, except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10Section 4.9, 8.8Section 8.4, Section 10.3 and Section 10.4 hereof), to terminate this AgreementAgreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. 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 which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. , In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.10Section 4.9, 8.8Section 8.4, Section 10.3 and Section 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser which expressly survives the Closing under this Agreement. , 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 PERSONAL LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTNERSHIP INTERESTS THISAGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Purchaser defaults on its obligations hereunder or under fails to consummate the Other Purchase and Sale Agreements at or prior purchase of the Property pursuant to Closing this Agreement for any reason, or if prior reason except failure by Seller to Closing any one or more of Purchaser’s representations or warranties or covenants perform hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements and each case such default or breach is not cured by the earlier of the third fifth (3rd5th) Business Day day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply be required if Purchaser fails to consummate close on the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsClosing Date), then Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereof)exclusive remedy, to terminate this Agreement. Notwithstanding anything in this Section 10.1 to Agreement and recover the contraryXxxxxxx Money as liquidated damages and not as penalty, in the event full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default or a termination in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this AgreementAgreement are difficult, Seller shall have all remedies available at law or if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in equity in an effort to cause the event Purchaser or any party related amount of such damages to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Propertybe certain. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.104.8, 8.88.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. If Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing is consummatedor a termination of this Agreement, Seller shall have all of its remedies available at law or and in equity in the event Purchaser fails to perform any obligation on account of Purchaser under this Agreementsuch default. IN NO EVENT SHALL PURCHASER’S 'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, 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 PARTNERSHIP INTERESTS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement as a result of Purchaser's default hereunder, Seller shall be entitled, as its sole remedy, to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller's damages resulting from Purchaser's failure to consummate the purchase of the Property are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages, which has been agreed to in an effort to cause the amount of such damages to be certain. If Purchaser defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonother than failing to consummate the purchase of the Property pursuant to this Agreement, 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 respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day business day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller then INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, shall be entitledliable to Seller for any and all claims, as its sole remedy hereunder demands, liabilities (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereofincluding strict liability), to terminate this Agreementlosses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind of character, contingent or otherwise, matured or unmatured, known or unknown, forseeable or unforeseeable, whether or not ultimately defeated, and the settlement of any claim or judgment including all value paid or given in settlement as a result of such default. Notwithstanding anything in this Section SECTION 10.1 or in EXHIBIT I to the contrary, in the event of Purchaser’s 's default or a termination of this Agreement, Seller shall have all remedies PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California - Page 23 available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. In all other events Seller’s remedies , and in said event Seller shall not be limited required to those described in this Section 10.1 and Sections 4.10, 8.8, 10.3 and 10.4 hereof. submit such matter to arbitration as contemplated by EXHIBIT I. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this AgreementAgreement not cured by Purchaser within three (3) business days after written notice from Seller to Purchaser of the breach of the Obligation. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERSThe obligations of Inland Real Estate Acquisitions, SHAREHOLDERSInc. set forth in this SECTION 10.1 shall be an obligation of Inland Real Estate Acquisitions, MEMBERSInc., 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISEwhich expressly survive Closing hereunder.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reason, or if prior reason except failure by Seller to Closing any one or more of Purchaser’s representations or warranties or covenants perform hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Seller or the Closing Date (Seller hereby agreeing to give such written notice to Purchaser within one Business Day after Seller first learns of any such default or breach by Purchaser, except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.104.9, 8.88.5, 10.3 and 10.4 hereof), to terminate this AgreementAgreement and recover the Exxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to determine and the Exxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) sxx Seller or seek or claim a refund of the Exxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds the actual damages of Seller or that the retention by Seller of the Exxxxxx Money constitutes a penalty and not agreed upon and reasonable liquidated damages. 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 Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, clear and indefeasible and marketable title to the Partnership Interests or the Property. , and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit E. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.104.9, 8.88.5, 10.3 and 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonreason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Seller or the Closing Date (Seller hereby agreeing to give such written notice to Purchaser promptly after Seller first learns of any such default or breach by Purchaser) (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller shall be entitled, as its sole and exclusive remedy hereunder (except as provided in Sections 4.10, 8.88.4, 10.3 and 10.4 hereof), to terminate this AgreementAgreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. 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 which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 to the contrary10.1, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the PropertyProperty and fails to release such claims and rights, including any its pendens, within ten days after an arbitrator’s award in favor of Seller. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.10, 8.88.4, 10.3 and 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISEAgreement that survive Closing.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason other than a failure of a condition precedent to Purchaser’s obligation to close the transaction contemplated by this Agreement, or if Purchaser otherwise defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonreason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third fifth (3rd5th) Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.88.6, 10.3 and 10.4 hereof), to terminate this AgreementAgreement and recover the Exxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to determine and the Exxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 or in Exhibit I to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. , and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit I. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.10, 8.88.6, 10.3 and 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.Purchase and Sale Agreement – Northcross Shopping Center 21

Seller’s Remedies. If Purchaser defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reason, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Membership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereof), to terminate this AgreementAgreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. 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 which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests Membership Interests, the Real Property or the Property Improvements that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests Membership Interests, the Real Property or the PropertyImprovements. In all other events Seller’s remedies 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, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS MEMBERSHIP INTERESTS, THE REAL PROPERTY OR THE PROPERTYIMPROVEMENTS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.”

Seller’s Remedies. If Purchaser defaults on its obligations hereunder or under and Seller acknowledge that it would be extremely impractical and difficult to ascertain the Other Purchase actual damages which would be suffered by Seller if Purchaser fails to consummate the purchase and Sale Agreements at or prior to Closing sale contemplated herein for any reason, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached reason other than Seller's default hereunder in any material respect that impairs or the failure of condition precedent to Purchaser’s ability 's obligation to close under hereunder. Purchaser and Seller have considered carefully, the expenses of Seller incurred in connection with the preparation of this Agreement or under and Seller's performance hereunder, and the Other Purchase other damages, general and Sale Agreements special, which Purchaser and Seller realize and recognize Seller will sustain but which Seller cannot at this time calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the damage to Seller in such default or breach is not cured by event would reasonably be expected to be equal to the earlier sum of the third Four Million Dollars (3rd) Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply $4,000,000). Accordingly, if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or Property in accordance with the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereof), to terminate this Agreement. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination terms of this AgreementAgreement solely as a result of a default by Purchaser, then Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible recover Four Million Dollars ($4,000,000) as full and marketable title to the Partnership Interests or the Propertycomplete liquidated damages. In all other events Seller’s remedies 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, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT (A) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF FOUR MILLION DOLLARS IN NO THE EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT 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 PURCHASER UNDER THIS AGREEMENT, AND (B) THE PARTNERSHIP INTERESTS PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE PROPERTYMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, WHETHER BASED ON CONTRACTBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.1676 AND 1677. SELLER: __________ PURCHASER: ___________

Seller’s Remedies. If Purchaser defaults on fails to consummate the purchase of the Property pursuant to this Agreement or fails to comply with its obligations hereunder or under the Other Purchase and Sale Agreements in all material respects at or prior to Closing for any reasonreason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third tenth (3rd10th) Business Day business day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections Section 4.10, 8.8Section 8.6, Section 10.3 and Section 10.4 hereof), to terminate this AgreementAgreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. 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 which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 or in Exhibit I to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. , and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit I. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections Section 4.10, 8.8Section 8.6, Section 10.3 and Section 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonreason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.104.5, 8.88.4, 9.3, 10.3 and 10.4 hereof10.4), to terminate this Agreement. Notwithstanding anything in this Section 10.1 to Agreement and recover the contraryExxxxxx Money as liquidated damages and not as penalty, in the event full satisfaction of Purchaser’s default or a termination of this Agreementclaims against Purchaser hereunder. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clearTHAT THE AMOUNT OF THE EXXXXXX MONEY DEPOSIT PLUS ACCRUED INTEREST IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, indefeasible and marketable title to the Partnership Interests or the PropertyAND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.10PURCHASER AND SELLER AGREE THAT, 8.8EXCEPT FOR SELLER’S REMEDIES DESCRIBED IN SECTIONS 4.5, 8.4, 9.3, 10.3 and 10.4 hereof. If Closing is consummatedAND 10.4, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. SELLER’S RIGHT TO RETAIN THE EXXXXXX MONEY DEPOSIT PLUS ACCRUED INTEREST SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN NO THE EVENT SHALL OF A BREACH OF THIS AGREEMENT BY 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. If Purchaser defaults on Notwithstanding anything to 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 obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonsole option, or if prior to Closing any one or more may either (i) enforce specific performance of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under (ii) terminate this Agreement and, as liquidated damages, be entitled to (x) receive the Other Purchase and Sale Agreements and such default or breach is not cured by the earlier entirety of the third Escrow Amount and (3rdy) 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 Buyer and its affiliates under Buyer’s Xxxxxx (as defined in Section 12.3(b) below) if all of Buyer’s Xxxxxx were settled as of the close of trading on the first Business Day after written notice thereof from Seller or the Closing Date day on which this Agreement is terminated and “Closeout Amount” means the average executable closeout amounts quoted by three (except no notice or cure period shall apply if Purchaser fails to consummate 3) nationally recognized commodities traders selected by Buyer, based on the purchase closing settlement prices of Buyer’s Xxxxxx as of the Partnership Interests hereunder or close of trading on the other Acquired Properties pursuant first Business Day after the day on which this Agreement is terminated; provided that the commodities traders from whom quotes are to the Other Purchase and Sale Agreements), Seller be requested shall be entitled, identified to Seller as its sole remedy hereunder (except soon as provided in Sections 4.10, 8.8, 10.3 reasonably practicable on such day and 10.4 hereof), copies of such quotes shall be delivered to terminate this AgreementSeller by the next Business Day. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. In all other events Seller’s remedies Damages 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, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.paid within six

Seller’s Remedies. If Purchaser defaults on its obligations hereunder or under and Seller acknowledge that it would be extremely impractical and difficult to ascertain the Other Purchase actual damages which would be suffered by Seller if Purchaser fails to consummate the purchase and Sale Agreements at or prior to Closing for any reason, or if prior to Closing any one or more sale contemplated herein because of Purchaser’s representations or warranties or covenants default (including, without limitation, a default pursuant to Section 7.1 above). Purchaser and Seller have considered carefully the loss to Seller occasioned by taking the Property off the market as a consequence of the negotiation and execution of this Agreement, the expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, or under and the Other Purchase other damages, general and Sale Agreementsspecial, are breached which Purchaser and Seller realize and recognize Seller will sustain but which Seller cannot at this time calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the damage to Seller in any material respect that impairs Purchaser’s ability such event would reasonably be expected to close under this Agreement or under be equal to the Other Purchase and Sale Agreements and such default or breach is not cured by the earlier sum of the third (3rd) Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply Exxxxxx Money. Accordingly, if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or Property in accordance with the other Acquired Properties pursuant to the Other Purchase and Sale Agreements)terms of this Agreement, then Seller shall be entitledhave the right, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and 10.4 hereof)exclusive remedy, to terminate this Agreementretain the Exxxxxx Money as full and complete liquidated damages. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. In all other events Seller’s remedies 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, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT (A) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE EXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO PURCHASER UNDER THIS AGREEMENT, AND (B) THE PARTNERSHIP INTERESTS PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE PROPERTYMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, WHETHER BASED ON CONTRACTBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.1676 AND 1677. Seller’s initials Purchaser’s initials

Seller’s Remedies. If Purchaser defaults on its In the event that Seller shall fulfill all of Seller’s obligations hereunder or under pursuant to this Contract through the Other Purchase and Sale Agreements at or prior to Closing for any reason, or if prior to Closing any one or more date of Purchaser’s representations or warranties or covenants hereunderdefault and, or under the Other Purchase and Sale Agreements, are breached in should Purchaser breach any material respect that impairs Purchaser’s ability to close under term of this Agreement or under the Other Purchase and Sale Agreements Contract and such default or breach is not cured by continues following the earlier giving of the third (3rd) Business Day after written notice thereof from by Seller or the Closing Date (except no notice or and expiration of a ten-day opportunity to cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements)such default, Seller shall be entitled, as its Seller’s sole and exclusive remedy hereunder for any default to: (except i) waive the contractual obligations of Purchaser in writing and ; or (ii) extend the time for performance by such period of time as provided may be mutually agreed upon in Sections 4.10, 8.8, 10.3 and 10.4 hereof), to writing by the Parties hereto; or (iii) terminate this Agreement. Notwithstanding anything in this Section 10.1 to Contract and retain or receive the contraryXxxxxxx Money then on deposit as liquidated damages for such default and not as a penalty, in which event the event Parties shall be released herefrom and have no further rights, obligations, or responsibilities hereunder, except the continuing indemnity and hold harmless obligations of Purchaser’s default or a termination Purchaser pursuant to Section 2.03(a)(ii) of this Agreement, Contract. Purchaser agrees that the damages incurred by Seller shall have all remedies available at law or in equity in the event Purchaser or any party related defaults under this Contract and fails to or affiliated with Purchaser is asserting any claims or right to complete the Partnership Interests or purchase of the Property would be difficult to ascertain and Purchaser agrees that would otherwise delay or prevent forfeiture of the Xxxxxxx Money to Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Propertyis a reasonable remedy. In all other events Seller’s extension of the time for Purchaser’s performance pursuant to clause (ii) above shall not constitute an election of remedies and 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, Seller shall have all not prohibit Seller’s exercise of Seller’s other remedies available at law or in equity set forth above in the event Purchaser fails to perform any obligation cure such breach prior to the expiration of such extension period. Notwithstanding the above provisions of this Section 4.01, the indemnity and hold harmless obligations of Purchaser under described in Section 2.03(a)(ii) of this AgreementContract shall be specifically enforceable by Seller at any time and shall survive any termination of this Contract for a period of six (6) months after such termination. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERSSeller shall be entitled to pursue all of its legal and equitable remedies to specifically enforce the indemnity and hold harmless obligations of Purchaser described in Section 2.03(a)(ii) of this Contract and shall be entitled to recover all costs and expenses of such enforcement proceedings, SHAREHOLDERSincluding, MEMBERSwithout limitation, MANAGERSall reasonable attorney’s fees and expenses. In no event shall Purchaser be liable for any speculative, OWNERS OR AFFILIATESconsequential or punitive damages. Seller’s extension of time for Purchaser’s performance, ANY OFFICERas provided for herein, 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 PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISEshall not constitute an election of remedies and shall not prohibit Seller’s exercise of Seller’s other remedies set forth above in the event Purchaser fails to cure such breach within the express cure period.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to Closing for any reasonreason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement or under the Other Purchase and Sale Agreements respect, and such default or breach is not cured by the earlier of the third (3rd) Business Day business day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale AgreementsProperty hereunder), Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections Section 4.10, 8.8Section 8.6, Section 10.3 and Section 10.4 hereof), to terminate this AgreementAgreement and recover the Exxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to determine and the Exxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 or in Exhibit G to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Partnership Interests or the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Partnership Interests or the Property. , and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit G. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections Section 4.10, 8.8Section 8.6, Section 10.3 and Section 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of Purchaser under this Agreement. 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 HAVE, SOLELY BY VIRTUE OF THEIR STATUS AS SUCH, ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTNERSHIP INTERESTS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. The foregoing shall not limit the liability of any such party that enters onto the Property on behalf of Purchaser or takes any action on behalf of Purchaser hereunder.