Common use of Buyer’s Remedies Clause in Contracts

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. (a) If Seller breaches this Agreement prior to the Closing has not occurred due for any reason except failure by Buyer to a breach by Seller perform its obligations, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedrespect, Buyer shall be entitledelect, as its sole remedy, either to (ai) to terminate this Agreement by giving notice to Seller of such election prior to or at Closing, whereupon the Deposit shall be returned to Buyer and receive Seller shall reimburse Buyer for Buyer’s out-of-pocket costs incurred in connection with the return negotiation and performance under this Agreement, but not in excess of the entire Deposit One Hundred Thousand Dollars (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended$100,000), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, ; or (bii) waive such breach and proceed to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that Closing; or (iii) pursue the remedy of specific performance shall not be available performance. Notwithstanding anything herein to enforce any other obligation of Seller hereunder. the contrary, Buyer shall be deemed to have elected to terminate this Agreement (if as provided in subsection (a) above) if a result of Seller’s breach Buyer does not proceed to Closing and thereafter fails to give Seller notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety (90) days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or action in the county in which the Property is located within ninety (90) days after following the originally scheduled Closing Date, whichever . Buyer’s remedies shall occur firstbe limited to those described in this Section 7.2. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything Nothing contained in the Agreement contained foregoing shall serve to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, waive or otherwise limit Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability remedies or damages for claims of Buyer against Seller with respect to any obligations of Seller that, by the foregoing shall not exceed $300,000.00. The rights and remedies terms of this Article VI shall Agreement, survive Closing the close of Escrow or any termination of this Agreement before the Closing or impair buyer’s rights to obtain from Seller all costs and expenses of enforcing this Agreement. IN NO EVENT SHALL SELLER’S MEMBERS OR ITS OR THEIR DIRECT OR INDIRECT MEMBERS, PARTNERS, SHAREHOLDERS OR AFFILIATES, ANY OFFICER, MANAGER, MEMBER, DIRECTOR, EMPLOYEE, OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION 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 AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If Buyer shall elect to proceed with the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination performance of this Agreement by Seller or Buyer as herein expressly providedContract notwithstanding the failure to be satisfied of any conditions to Closing, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected waived the requirement that those conditions which Seller is unable to terminate perform be satisfied. Notwithstanding anything contained herein, in no event shall Seller, its officers, directors, partners, agents and representatives have any personal liability under this Agreement (as provided Contract whatsoever except with respect to those provisions of this Contract which expressly survive the Closing, and Buyer's sole recourse for Seller's failure to consummate the Closing in subsection (a) above) if Buyer fails accordance with the terms of this Contract shall be to file receive a cause refund of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then Downpayment with all accrued interest thereon upon termination of this Agreement by BuyerContract or, if appropriate, to xxx for specific performance hereunder. In the event Seller fails to consummate the Closing in accordance with the terms of this Contract, Buyer may terminate this Contract and shall receive a "Termination Fee" in the amount of $750,000, which Termination Fee shall be in addition to receiving the immediate return of the DepositDownpayment plus all accrued interest thereon plus Buyer's out of pocket costs and expenses relating to the purchase of the Property (including, anything without, limitation, reasonable attorneys' fees and expenses) to be paid by Seller on demand. Notwithstanding the foregoing, in the Agreement contained event Seller fails to consummate the Closing for failure to obtain the Partnership Consent, so long as the general partners of Seller have recommended and continue to recommend to the contrary notwithstandinglimited partners of Seller the sale of the Property to Buyer, Buyer the Termination Fee shall also receive from Seller, upon demand, consist solely of all of Buyer’s actual, documented 's out-of-pocket costs and expenses associated with conducting its due diligence related relating to the Property; providedpurchase of the Property (including, howeverwithout, limitation, reasonable attorneys' fees and expenses). Buyer's sole recourse for Seller’s maximum reimbursement liability 's failure to consummate the Closing in accordance with respect to the foregoing shall not exceed $300,000.00. The rights and remedies terms of this Article VI Contract shall survive Closing or any be the receipt of the Termination Fee, as set forth above, upon termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFContract, together with the return of the Downpayment plus all accrued interest thereon, or, if appropriate, to xxx for specific performance hereunder.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller shall default in any material respect any of its obligations the terms or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination provisions of this Agreement prior to the Closing Date, and shall fail to cure such default within ten (10) days following written notice thereof given by Seller or Buyer as herein expressly providedto Seller, Buyer shall be entitled, may elect as its sole remedy, either and exclusive remedy to either: (a) to terminate this Agreement by written notice to Seller and receive Escrow Agent, whereupon the return of Deposit and the entire Extension Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return if applicable) shall operate promptly be returned to terminate this Agreement and release Seller from any and all liability hereunder, or Buyer; (b) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; or (c) institute all proceedings necessary to specifically enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination terms of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the PropertyAgreement; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies any action for specific performance must be instituted within thirty (30) days of any alleged breach of this Article VI Agreement by Seller. Buyer agrees that its failure to timely commence such an action for specific performance within such thirty (30) day period shall survive Closing be deemed a waiver by it of its right to commence such an action. Buyer waives any right to seek or obtain monetary damages in connection with any termination of default by Seller under this Agreement, and in no event shall Buyer be entitled to incidental, consequential or punitive damages. NOTWTHSTANDING ANYTHING TO THE FOREGOING CONTRARY IN THIS AGREEMENT OR APPLICABLE LAW, IN THE EVENT BUYER CLAIMS A DEFECT IN TITLE TO THE PROPERTY, BUYER SHALL EXHAUST ALL OF ITS RIGHTS AND REMEDIES ARE UNDER THE TITLE POLICY AS A CONDITION PRECEDENT TO ASSERTING ANY CLAIM THAT BUYER MAY HAVE UNDER THIS AGREEMENT OR IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFCONNECTION WITH THE DEED. THIS SECTION 14 SHALL SURVIVE CLOSING.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default except failure by Buyer to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect and Buyer was not aware of such breach of such representations and warranties prior to the permitted termination end of this Agreement by Seller or Buyer as herein expressly providedthe Inspection Period, then, Buyer shall be entitledelect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Exxxxxx Money and Seller shall pay to Buyer an amount equal to the lesser of (a) to terminate Buyer’s out-of-pocket expenditures incurred in connection with negotiating this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability and/or conducting due diligence activities contemplated hereunder, or (b) to $100,000.00, (ii) enforce specific performance of Seller's obligation performance, or (iii) waive said failure or breach and proceed to execute Closing. Notwithstanding anything herein to the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety twenty (9020) business days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or ninety action in the county in which the Property is located within two (902) days after months following the originally scheduled Closing Date. If, whichever shall occur first. If however, specific performance is not available due to Buyer as the fact that Seller has conveyed result of the willful and wrongful sale or transfer of the Property by Seller to a third another party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive have the right to seek actual damages from SellerSeller in an amount not to exceed $250,000.00. For purposes of this provision, upon demand, specific performance shall be considered not available to Buyer only if a court of competent jurisdiction determines conclusively that Buyer is entitled to specific performance on the merits of its claim but said court is unable to enforce specific performance due to reasons beyond the control of the court. Buyer’s actualremedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IN NO EVENT SHALL EITHER PARTY’S DIRECT OR INDIRECT PARTNERS, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedSHAREHOLDERS, howeverOWNERS OR AFFILIATES, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION 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 AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default except failure by Buyer to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect and Buyer was not aware of such breach of such representations and warranties prior to the permitted termination end of this Agreement by Seller or Buyer as herein expressly providedthe Inspection Period, then, Buyer shall be entitledelect, as its sole remedy, either to (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Exxxxxx Money and Seller shall pay to Buyer an amount equal to the lesser of (a) to terminate Buyer’s out-of-pocket expenditures incurred in connection with negotiating this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability and/or conducting due diligence activities contemplated hereunder, or (b) to $100,000.00, (ii) enforce specific performance of Seller's obligation performance, or (ill) waive said failure or breach and proceed to execute Closing. Notwithstanding anything herein to the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety twenty (9020) business days after written notice following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of termination from Seller or ninety action in the county in which the Property is located within two (902) days after months following the originally scheduled Closing Date. If, whichever shall occur first. If however, specific performance is not available due to Buyer as the fact that Seller has conveyed result of the willful and wrongful sale or transfer of the Property by Seller to a third another party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive have the right to seek actual damages from SellerSeller in an amount not to exceed $250,000.00. For purposes of this provision, upon demand, specific performance shall be considered not available to Buyer only if a court of competent jurisdiction determines conclusively that Buyer is entitled to specific performance on the merits of its claim but said court is unable to enforce specific performance clue to reasons beyond the control of the court. Buyer’s actualremedies shall be limited to those described in this Section 10.2 and Sections 10.3, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided10.4 hereof. IN NO EVENT SHALL EITHER PARTY’S DIRECT OR INDIRECT PARTNERS, howeverSHAREHOLDERS, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION 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 AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. Buyer agrees to inspect the Products prior to acceptance and upon receipt and to give written notice within 15 days to Lydall of any claim that the Products breach any warranty provided herein. Lydall will be afforded a prompt opportunity to inspect the Products. If Buyer shall fail to give such notice or provide such opportunity to inspect, the Closing has not occurred due Products shall be deemed accepted and to a breach by Seller in any material respect any conform to the terms of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, contract and Buyer shall be entitled, as its sole remedy, either (a) bound to terminate this Agreement accept and receive pay for the return Products in accordance with the terms of the Agreement. Use or processing of the Products shall be deemed an unconditional acceptance. Defects in part of the Products shipped do not entitle rejection of the entire Deposit (including both shipment. Complaints do not affect Buyer’s obligation to pay for the First Deposit Products. Buyer’s failure to provide timely notice shall constitute a waiver of its claims. Buyer expressly waives any rights Buyer may have to revoke or refuse acceptance after such 15 day period. For a breach of warranty claim, Lydall may, at its option, repair or replace the nonconforming Products, credit the account for the value of the nonconforming Products or repay the amount paid. The aforesaid obligations of Lydall Products are expressly agreed by the parties to be the limit of Lydall's liability and Second DepositBuyer's sole and exclusive remedy. Notwithstanding anything herein contained to the contrary, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from liability of Lydall for any and all liability hereunder, claims for direct damages arising out of or (b) to enforce specific performance in connection with the Products and the use thereof shall under no circumstances exceed the sum of Seller's obligation to execute Buyer’s payments for the documents required to convey Goods that are the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return subject of the Depositclaim. IN NO EVENT SHALL LYDALL BE LIABLE FOR LOSS OF USE OR FOR ANY INDIRECT, anything in the Agreement contained to the contrary notwithstandingSPECIAL, Buyer shall also receive from SellerINCIDENTAL, upon demandPUNITIVE, Buyer’s actualMULTIPLE, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedEXEMPLARY OR CONSEQUENTIAL DAMAGES, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION INCLUDING BUT NOT LIMITED TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.CONSEQUENTIAL DAMAGES FOR

Buyer’s Remedies. If The remedy of issuing appropriate credit or replacement provided by the Closing has above warranty is the sole and exclusive remedy afforded for breach of the above written or for breach of any express or implied warranties arising under state law. Seller shall not occurred due be liable for any labor costs or other expenses in replacing a nonconforming or defective product; nor for any incidental or consequential damages resulting from or contributed to a breach by Seller any defect in any material respect any of its obligations materials or representations workmanship, negligence in manufacture or warranties contained in this Agreementdesign, or if failure to warn. Seller fails makes NO WARRANTY with respect to consummate this Agreement any product which has been altered or subjected to misuse, abuse or use for which it was not designed. Seller shall in no way be liable for any reason other than Buyer's default losses, costs, forfeitures, or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit damages (including both the First Deposit loss of profits, liabilities of Buyer to its customers, employees, or third persons, and Second Deposit, all incidental or consequential damages) whether direct or indirect and whether or not resulting from or contributed to by the Inspection Period was extended)default, negligence, whether in manufacturing or design, or failure to warn on the part of Seller, its agents, employees and subcontractors, which return shall operate to terminate this Agreement and release Seller from any and all liability hereundermight be claimed as the result of, or use (bwith or without an active malfunction) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return malfunction of the Depositproducts covered by this warranty. THE EXTENT OF LIABILITY OF SELLER (EXCEPT AS TO TITLE) ARISING OUT OF THE SUPPLYING OF SAID PRODUCTS, anything in the Agreement contained to the contrary notwithstandingOR THEIR USE, Buyer shall also receive from SellerWHETHER ARISING FROM WARRANTY, upon demandCONTRACT, Buyer’s actualNEGLIGENCE OR OTHERWISE, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the PropertySHALL NOT IN ANY CASE EXCEED THE COST OF ISSUING APPROPRIATE CREDIT OR CORRECTING NONCONFORMITIES OR DEFECTS IN THE PRODUCT AS HEREIN PROVIDED; providedAND UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD SPECIFIED HEREIN, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this AgreementALL SUCH LIABILITIES SHALL TERMINATE. THE FOREGOING REMEDIES ARE IN ADDITION SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF SELLER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTIAL DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, OR OTHERWISE AND ARE NOT INTENDED TO LIMIT SELLER'S WHETHER ARISING OUT OF ANY EXPRESS OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFIMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE. Any litigation to assert a claim under the above warranty must be commenced within twelve (12) months from the date of shipment by Seller of such products claimed to be nonconforming or defective.

Buyer’s Remedies. If Buyer shall elect to proceed with the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination performance of this Agreement by Seller or Buyer as herein expressly providedContract notwithstanding the failure to be satisfied of any conditions to Closing, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected waived the requirement that those conditions which Seller is unable to terminate perform be satisfied. Notwithstanding anything contained herein, in no event shall Seller, its officers, directors, partners, agents and representatives have any personal liability under this Agreement (as provided Contract whatsoever except with respect to those provisions of this Contract which expressly survive the Closing, and Buyer's sole recourse for Seller's failure to consummate the Closing in subsection (a) above) if Buyer fails accordance with the terms of this Contract shall be to file receive a cause refund of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then Downpayment with all accrued interest thereon upon termination of this Agreement by BuyerContract or, if appropriate, to xxx for specific performance hereunder. In the event Seller fails to consummate the Closing in accordance with the terms of this Contract, Buyer may terminate this Contract and shall receive a "Termination Fee" in the amount of $750,000 which Termination Fee shall be in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Downpayment plus all accrued interest thereon plus Buyer’s actual, documented 's out-of-pocket costs and expenses associated with conducting its due diligence related relating to the Property; providedpurchase of the Properties (including, howeverwithout, Seller’s maximum reimbursement liability with respect limitation, reasonable attorneys' fees and expenses) to be paid by Seller on demand. Notwithstanding the foregoing, in the event Seller fails to consummate the Closing for failure to obtain the Partnership Consent, so long as the general partners of Seller have recommended and continue to recommend to the foregoing limited partners of Seller the sale of the Properties to Buyer, the Termination Fee shall not exceed $300,000.00consist solely of all of Buyer's out-of-pocket costs and expenses relating to the purchase of the Properties (including, without, limitation, reasonable attorneys' fees and expenses). The rights and remedies Buyer's sole recourse for Seller's failure to consummate the Closing in accordance with the terms of this Article VI Contract shall survive Closing or any be the receipt of the Termination Fee, as set forth above, upon termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFContract, together with the return of the Downpayment plus all accrued interest thereon, or, if appropriate, to xxx for specific performance hereunder.

Buyer’s Remedies. If If, on the Closing has not occurred due to a breach by Date, (i) Seller is in any material respect default of any of its obligations or representations or warranties contained in this Agreementhereunder, or if Seller (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, as specified in Section 11.3(b), or (iii) the Closing otherwise fails to consummate this Agreement for any occur on the Closing Date by reason other than of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner or a failure of a condition to Buyer's ’s obligation to close, which failure arises as a consequence of a default or the permitted termination of this Agreement by Seller hereunder, and any such circumstance described in any of clauses (i), (ii) or (iii) continues uncured for five (5) business days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as herein expressly providedapplicable, then Buyer shall be entitledmay elect, as its sole and exclusive remedy, either to: (a) to terminate this Agreement and receive by written notice to Seller, in which case (A) the return of the entire Base Building Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property be returned to Buyer, it being understood and agreed that (B) Seller shall pay to Buyer (x) the remedy of specific performance shall not be available entire amount deposited from time to enforce any other obligation of Seller hereunder. time by Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to Buyer Directed Change Order Escrow Account (the contrary notwithstanding“Buyer Change Order Funds”), Buyer shall also receive from Seller(y) the accrued and unpaid Penalty Amount, upon demand, Buyer’s actual, documented and (z) the actual out-of-pocket costs and expenses associated incurred by Buyer in connection with conducting its due diligence related to this Agreement and the Property; providedactions undertaken by Buyer in connection therewith, howeverincluding, Sellerwithout limitation, the actual out-of-pocket costs of Buyer’s maximum reimbursement liability with respect to Due Diligence, Buyer’s Representatives, Construction Consultant, and Change Orders, but in no event shall Buyer’s recovery under this clause (z) exceed Five Hundred Thousand Dollars ($500,000) (the foregoing “Cost Cap”), and, thereafter, the parties shall not exceed $300,000.00. The have no further rights and remedies of this Article VI shall or obligations hereunder except for obligations which expressly survive Closing or any the termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF; or (b) enforce specific performance of Seller’s obligation to satisfy the Completion Requirements and convey the Property (in which case (a) if Buyer is the prevailing party in such action Buyer shall be entitled to recover from Seller its reasonable attorneys’ fees and costs incurred in such action for specific performance and (b) if Seller is the prevailing party, Seller shall be entitled to recover from Buyer its reasonable attorneys’ fees and costs incurred in such action for specific performance).

Buyer’s Remedies. If In the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if event Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default or the permitted termination (except due to a failure of any condition set forth in this Agreement or any failure by Seller or Buyer as herein expressly providedto perform hereunder), then Buyer shall be entitledelect, as its sole remedy, either to: (i) terminate this Agreement by giving Seller and the Escrow Holder timely written notice of such election prior to or upon the Closing Date, in which case Buyer shall be entitled to a reimbursement of (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) its actual, documented out-of-pocket third parties costs incurred in connection with its proposed acquisition of the Property, up to a maximum of Twenty Five Thousand Dollars ($25,000); or (ii) provided that Buyer has previously tendered full performance of all of its obligations under this Agreement, enforce specific performance of Seller's obligation to execute this Agreement, in which event there shall be no reduction of the documents required to convey the Property to Buyer, it being understood Purchase Price and agreed that the remedy of specific performance Buyer shall not be available entitled to enforce recover any other obligation of Seller hereunderdamages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Seller. Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (as provided in subsection (ai) above) hereinabove if Buyer fails to file deliver to Seller written notice of its intent to commence an action to assert a cause of action claim for specific performance against Seller on or before within ninety (90) days after written the scheduled Closing Date, or having given such notice of termination from Seller or fails to commence such action asserting said claim within ninety (90) days after the originally scheduled Closing Datedate of such notice. Notwithstanding the foregoing to the contrary, whichever no notice of termination given by Buyer hereunder shall occur firstbe of any force or effect if Seller cures the default within ten (10) business days after Seller's receipt of any such termination notice. If Buyer duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to clause (i) hereinabove, then Buyer shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance is not or other equitable relief or to seek or recover from Seller any damages (including, without limitation, any actual direct, indirect, consequential, punitive or other damages). The foregoing remedies set forth in subclauses (i) and (ii) hereinabove are Buyer's sole and exclusive remedies with respect to Seller's default, and Buyer waives any and all other remedies as may be available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, at law or in addition to receiving the immediate return of the Deposit, anything equity in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from connection with such Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided's default (subject, however, Seller’s maximum reimbursement liability with respect to Buyer's right to recover attorneys' fees and court costs pursuant to Section 6.3 below). Any and all covenants and obligations of Seller contained in this Agreement (including, without limitation, any default by Seller of any such obligations and covenants) shall merge into the Deed and other Closing documents upon the Closing, and shall not survive the Closing, except to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of extent otherwise expressly provided elsewhere in this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. (i) If Seller defaults in its obligation to sell the Closing has not occurred due to a breach Property as required by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate at Buyer's election, either (A) this Agreement for any reason other than Buyer's default or shall terminate, and all payments and things of value, including the permitted termination of this Agreement Xxxxxxx Money, provided by Seller or Buyer as herein expressly provided, Buyer hereunder shall be entitledreturned to Buyer and Buyer may recover, as its sole remedy, either recoverable damages (a) but without limiting its right to terminate this Agreement and receive the return a refund of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extendedXxxxxxx Money), which return shall operate to terminate this Agreement its direct and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented actual out-of-pocket expenses and costs and expenses associated in connection with conducting its Buyer's due diligence activities related to the Property; provided, howevertogether with legal and accounting fees incurred in Buyer's syndication, Seller’s maximum reimbursement liability with respect to the foregoing which damages shall not exceed $300,000.00. The rights and remedies 100,000.00 in any event, or (B) Buyer may seek specific performance of this Article VI shall survive Closing or any termination of this Agreementagreement (but not damages). THE FOREGOING REMEDIES ARE IN ADDITION SELLER AND BUYER FURTHER AGREE THAT THIS PARAGRAPH 17(b)(i) IS INTENDED TO AND ARE NOT INTENDED DOES LIMIT THE AMOUNT OF DAMAGES DUE BUYER AND THE REMEDIES AVAILABLE TO LIMIT BUYER, AND SHALL BE BUYER'S EXCLUSIVE REMEDY AGAINST SELLER'S , BOTH AT LAW AND IN EQUITY ARISING FROM OR BUYER’S INDEMNITY RELATED TO A BREACH BY SELLER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER OF ITS OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

Buyer’s Remedies. If In the Closing has event Close of Escrow does not occurred due to a occur by reason of any breach or default by Seller in any material respect any of its obligations or representations or warranties contained in under this Agreement, including any breach or if inaccuracy in any representation made by Seller fails pursuant to consummate paragraph 8 below as of the date of this Agreement for any reason other than (as opposed to a failure of such representation due to changed circumstances not caused by an act of Seller), Buyer's default or ’s remedies shall be limited to either (i) the permitted termination of this Agreement by Seller or Buyer as herein expressly providedAgreement, in which event Buyer shall be entitled, as its sole remedy, either (a) entitled to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or all accrued interest thereon, and Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket costs and expenses incurred by Buyer in entering into this Agreement and conducting its due diligence investigation of the Property and the processing of Buyer’s Entitlements, up to but not the Inspection Period was extended)in excess of $250,000.00, as evidenced by reasonable documentation with respect thereto, which return and recovery shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (bii) to enforce an action for specific performance; provided, however, that if an action for specific performance is not available solely because of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation act of Seller hereunderin breach of this Agreement, and at the time of such act Buyer is not then in breach or default under this Agreement, Buyer shall have the right, in lieu thereof, to bring an action for its monetary damages resulting from Seller’s default hereunder in an amount not to exceed Three Million Dollars ($3,000,000.00). Buyer shall be deemed to have elected to terminate this Agreement and receive back the Deposit (if applicable) and reimbursement for Buyer’s reasonable out-of-pocket costs as provided in subsection (a) above) described herein if Buyer fails to file a cause of action suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days after written notice following the date upon which the Closing Date was to have occurred. Except for, and in consideration of, the foregoing right of termination from Seller Buyer to sxx for specific performance (or ninety (90) days after the originally scheduled Closing Dateto bring an action for monetary damages, whichever shall occur first. If where specific performance is not available due solely for the reason set forth in subparagraph (ii) above), or alternatively, to the fact that Seller has conveyed the Property to obtain a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return refund of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Deposit and reimbursement of Buyer’s actual, documented and reasonable out-of-pocket costs expenses incurred in performing its inspections, investigations and expenses associated with conducting its other due diligence related to review of the Property; provided, howeverBuyer hereby waives any other remedies available at law or in equity. Except as expressly provided above, Buyer expressly waives its rights to seek damages if the Closing does not occur in the event of Seller’s maximum reimbursement liability with respect default hereunder. Buyer acknowledges and agrees that the limitation of Buyer’s remedies to those set forth in this paragraph 6.2 was negotiated by Seller as an integral and material part of the foregoing shall transaction contemplated by this Agreement and that Seller would not exceed $300,000.00have entered into this Agreement but for Buyer’s agreement to limit its remedies as provided herein. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.Buyer’s Initials: /s/ ES/DH

Buyer’s Remedies. If In the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if event Seller fails to consummate perform its obligations pursuant to this Agreement for any reason (other than Buyer's default or a failure on the permitted termination part of Buyer to satisfy any condition set forth in this Agreement or any failure by Seller or Buyer as herein expressly providedto otherwise perform hereunder), then Buyer shall be entitledelect, as its sole remedy, either to: (ai) to terminate this Agreement and receive by giving Seller timely written notice of such election prior to or upon the Closing Date, provided that upon such termination, Buyer shall no longer be entitled to purchase the Property, Buyer shall be entitled to return of the entire portion of the Deposit then held by Escrow Holder, the parties shall each pay one-half (including both 1/2) of any cancellation fee charged by the First Deposit and Second DepositEscrow Holder and/or Title Company, and whether or not the Inspection Period was extended)parties shall be relieved of any further obligation to each other, which return shall operate to terminate this Agreement except for Buyer’s and release Seller from any Seller’s obligations, if any, under Sections 3.2, 3.4.2, 3.4.3, 3.5, 12.2, 12.9 and all liability hereunder, 12.16; or (bii) to enforce specific performance of Seller's obligation this Agreement (if and only to execute the documents extent permitted by applicable law), in which event there shall be no reduction of the Purchase Price. Notwithstanding the foregoing, if Seller fails to perform any of its obligations pursuant to this Agreement prior to the end of the Inspection Period and said obligations were required to convey be performed within said period of time (such that said failure to perform may constitute a material breach or default of this Agreement on the Property part of Seller), Buyer shall be deemed to have waived such breach or default by Seller if Buyer has elected to approve Buyer’s Inspections pursuant to Section 3.6. Furthermore, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (as provided in subsection (ai) above) hereinabove if Buyer fails to file deliver to Seller written notice of its intent to commence action to assert a cause of action claim for specific performance against Seller on or before sixty (60) days following the scheduled Closing Date, or having given such notice fails to commence such action asserting said claim within ninety (90) days after written following the scheduled Closing Date. Notwithstanding the foregoing to the contrary, no notice of termination given by Buyer hereunder shall be of any force or effect if Seller cures the default within five (5) business days after Seller's receipt of any such termination notice. If Buyer duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to clause (i) hereinabove, then Buyer shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance or other equitable relief or to seek or recover from Seller any damages (including, without limitation, any actual direct, indirect, consequential, punitive or ninety other damages). The foregoing remedies set forth in clauses (90i) days after the originally scheduled Closing Dateand (ii) hereinabove are Buyer's sole and exclusive remedies with respect to Seller's default, whichever shall occur first. If specific performance is not and Buyer waives any and all other remedies as may be available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, at law or in addition to receiving the immediate return of the Deposit, anything equity in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from connection with such Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided's default (subject, however, Seller’s maximum reimbursement liability with respect to Buyer's right to recover its reasonable attorneys' fees and court costs pursuant to Section 12.9). Any and all covenants and obligations of Seller contained in this Agreement (including, without limitation, any default by Seller of any such obligations and covenants) shall merge into the Deed and other Closing documents upon the Xx xxxxx, and shall not survive the Closing, except to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of extent otherwise expressly provided elsewhere in this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If Buyer shall elect to proceed with the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination performance of this Agreement by Seller or Buyer as herein expressly providedContract notwithstanding the failure to be satisfied of any conditions to Closing, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected waived the requirement that those conditions which Seller is unable to terminate perform be satisfied. Not withstanding anything contained herein, in no event shall Seller, its officers, directors, partners, agents and representatives have any personal liability under this Agreement (as provided Contract whatsoever except with respect to those provisions of this Contract which expressly survive the Closing, and Buyer's sole recourse for Seller's failure to consummate the Closing in subsection (a) above) if Buyer fails accordance with the terms of this Contract shall be to file receive a cause refund of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then Downpayment with all accrued interest thereon upon termination of this Agreement by BuyerContract or, if appropriate, to xxx for specific performance hereunder. In the event Seller fails to consummate the Closing in accordance with the terms of this Contract, Buyer may terminate this Contract and shall receive a "Termination Fee" in the amount of $750,000, which Termination Fee shall be in addition to receiving the immediate return of the DepositDownpayment plus all accrued interest thereon plus Buyer's out of pocket costs and expenses relating to the purchase of the Property (including, anything without, limitation, reasonable attorneys' fees and expenses) to be paid by Seller on demand. Notwithstanding the foregoing, in the Agreement contained event Seller fails to consummate the Closing for failure to obtain the Partnership Consent, so long as the general partners of Seller have recommended and continue to recommend to the contrary notwithstandinglimited partners of Seller the sale of the Property to Buyer, Buyer the Termination Fee shall also receive from Seller, upon demand, consist solely of all of Buyer’s actual, documented 's out-of-pocket costs and expenses associated with conducting its due diligence related relating to the Property; providedpurchase of the Property (including, howeverwithout, limitation, reasonable attorneys' fees and expenses). Buyer's sole recourse for Seller’s maximum reimbursement liability 's failure to consummate the Closing in accordance with respect to the foregoing shall not exceed $300,000.00. The rights and remedies terms of this Article VI Contract shall survive Closing or any be the receipt of the Termination Fee, as set forth above, upon termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFContract, together with the return of the Downpayment plus all accrued interest thereon, or, if appropriate, to xxx for specific performance hereunder.

Buyer’s Remedies. If This section sets forth the Closing has not occurred due to a breach by Seller sole and exclusive rem- edies of Buyer in any material respect any conformity with Sections 10 (“Warranties”) and 11 (“Limitation of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (aDamages”) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Depositherein, and whether is expressly in lieu of any other rights or not the Inspection Period was extended), remedies which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not might be available to enforce Buyer by law. The Buyer hereby accepts the bene!t of the consignor’s warranty of title and any other obligation representations and warranties made by the consignor for the Buyer’s bene!t. In the event that Buyer proves in writing to Pro!les’ satisfaction that there was a breach of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file the consignor’s warranty of title concerning a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement lot purchased by Buyer, in addition Pro!les shall make demand upon the consignor to receiving pay to Buyer the immediate return Purchase Price (including any premiums, taxes, or other amounts paid or due to Pro!les). Should the consignor not pay the Purchase Price to Buyer within thirty days after such demand, Pro!les shall disclose the identity of the Deposit, anything in consignor to Buyer and assign to Buyer all of Pro!les’ rights against the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability consignor with respect to such lot or prop- erty. Upon such disclosure and assignment, all responsibility and liability, if any, of Pro!les with respect to said lot or property shall automatical- ly terminate. Pro!les shall be entitled to retain the foregoing shall not exceed $300,000.00premiums and other amounts paid to Pro!les - this remedy is as to the consignor only. The rights and remedies provided herein are for the original Buyer only and they may not be assigned or relied upon by any transferee or assignee under any circumstances. Lots containing ten or more items are not returnable under any circumstances. The exercise of rights under this Article VI shall survive Closing or any termination Section 13 must be made, if at all, within thirty (30) days of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFthe date of sale.

Buyer’s Remedies. 8.5.6 If the Closing has not occurred due to Seller breaches a breach by Seller in any material respect any of its obligations or representations or warranties contained in obligation under this Agreement, and Buyer is notified of or if becomes aware of such breach prior to the Closing (a “Seller fails to consummate this Agreement for any reason other than Default”), then Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer ’s sole and exclusive remedy shall be entitled, as its sole remedy, either to: (ai) to terminate this Agreement and receive Agreement, in which event the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer interest accrued thereon shall be deemed returned to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against and Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property reimburse Buyer to a third party, then upon termination maximum of this Agreement by Buyer, in addition to receiving Two Hundred Thousand and No/100 Dollars ($200,000.00) for the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented actual out-of-pocket costs incurred by Buyer in connection with the transaction contemplated by this Agreement, including, without limitation, actual attorney’s fees and expenses associated and costs incurred in connection with conducting its due diligence Buyer’s evaluation and inspection of the Property and fees or deposits forfeited to any lender providing financing to Buyer in connection with the transaction; or (ii) commence and pursue an action for specific performance (and an action for Delay Damages (as defined below)). If Buyer elects to seek specific performance of Seller’s obligation to close Escrow hereunder, Buyer must stand ready and able to tender the Purchase Price and all other sums and documents to be delivered into Escrow by Buyer hereunder but for the Seller Default. In the event that intentional acts of Seller, after a Seller Default, renders specific performance unavailable to the Buyer, the foregoing cap on the amount of Buyer’s recoverable costs shall not apply, and Buyer shall have the right to pursue damages related to the Property; provided, however, delay in the conveyance of the Property due to Seller’s maximum intentional acts (“Delay Damages”). Notwithstanding the foregoing, nothing in this provision shall limit Buyer’s rights to receive reimbursement liability with respect for attorneys’ fees pursuant to the foregoing shall not exceed $300,000.00. The rights Section 14, nor waive or affect Seller’s and remedies Buyer’s indemnity obligations under other sections of this Article VI shall Agreement, which expressly survive Closing or any the termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If the Closing has not occurred due SELLER fails to a breach by Seller in any material respect any of perform its obligations or representations or warranties contained in this Agreement, or if Seller fails pursuant to consummate this Agreement for any reason other than Buyer's default except failure by BUYER to perform hereunder, or the permitted termination if prior to Closing any one or more of this Agreement by Seller SELLER’s representations or Buyer as herein expressly providedwarranties are breached in any material respect, Buyer BUYER shall be entitledelect, as its sole remedyremedy (except as provided in this Section and Section 9), either to (ai) to terminate this Agreement by giving SELLER timely written notice of such election prior to or at Closing and receive recover the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder(ii) solely enforce specific performance, or (biii) waive said failure or breach and proceed to enforce specific performance of Seller's obligation Closing. Notwithstanding anything herein to execute the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer BUYER shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer BUYER fails to deliver to SELLER written notice of its intent to file a claim or assert a cause of action for specific performance against Seller SELLER on or before ninety ten (9010) business days after written notice of termination from Seller or ninety (90) days after following the originally scheduled Closing Date, whichever or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. BUYER’s remedies shall occur firstbe limited to those described in this Section hereof. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MEMBER, MANAGER OR 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. Other Expenses. If specific performance this Agreement is not available terminated due to the fact that Seller has conveyed the Property to default of a third party, then upon termination of this Agreement by Buyer, in addition the defaulting party shall pay any fees or charges due to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing Escrow Agent for holding Deposit as well as any escrow cancellation fees or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFcharges.

Buyer’s Remedies. If Buyer acknowledges that in the Closing has not occurred due to event of a breach of this Purchase Agreement by Seller, Buyer’s right to collect damages for such breach constitutes an adequate remedy at law. To induce Seller in any material respect any of its obligations or representations or warranties contained in to enter into this Purchase Agreement, or if Seller fails to consummate this Agreement for Buyer hereby irrevocably and expressly waives: (i) any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy right of specific performance shall not be available under this Purchase Agreement; (ii) any right under the provisions of California Civil Code Sections 3384 to enforce 3395 inclusive; and (iii) any other obligation claim affecting claim of Seller hereundertitle to the Property, whether by filing a notice of pending action or otherwise. If, notwithstanding the waivers set forth in the preceding sentence, Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of institutes an action for specific performance or other relief against Seller on relating to the Property or before ninety (90) days after written any portion thereof and records a notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third partyaction concerning such action as provided in California Code of Civil Procedure Section 405.20, then upon termination of this Agreement by BuyerBuyer agrees, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The all other rights and remedies of Seller for Buyer’s breach of this Article VI shall survive Closing Paragraph 30, that pending a determination by a court of competent jurisdiction of the merits of such action, Seller may, without limitation upon its other rights and remedies, bring a motion to expunge such notice of pendency of action pursuant to California Code of Civil Procedure Section 405.30 et seq. and, in connection with such notice to expunge, Buyer agrees that damages constitute adequate relief and that the financial condition of Seller is more than adequate to respond in damages to any recovery which Buyer could reasonably obtain against Seller and, therefore, Buyer waives any requirement or right that a bond or other undertaking be given or required as a condition to expunging such notice of pendency of action. If Buyer violates this provision by recording a lis pendens against the Property or any termination of this Agreementportion thereof, the court shall expunge any such notice forthwith without bond or undertaking and shall award damages to Seller. LIQUIDATED DAMAGES; BY PLACING THEIR INITIALS IMMEDIATELY BELOW, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTABLE OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN THE FOREGOING REMEDIES ARE IN ADDITION EVENT OF A DEFAULT BY SELLER TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR CONVEY THE PROPERTY AS REQUIRED HEREIN, THAT THE AMOUNT OF $500,000 IS THE PARTIES’ REASONABLE ESTIMATE OF BUYER’S INDEMNITY DAMAGES IN THE EVENT OF SUCH DEFAULT BY SELLER, AND IN THE EVENT OF SUCH DEFAULT NOT CAUSED BY ANY BREACH BY BUYER, BUYER SHALL BE RELEASED FROM ITS OBLIGATIONS UNDER OTHER SECTIONS HEREOF.TO BUY THE PROPERTY AND SHALL WITHIN THREE (3) BUSINESS DAYS BE PAID SAID SUM BY SELLER AS LIQUIDATED DAMAGES, WHICH SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY IN LAW OR AT EQUITY FOR SELLER’S DEFAULT. Buyer’s Initials _/s/ RH_ Seller’s Initials _/s/ GD_

Buyer’s Remedies. If In the event of a default by Seller under this Agreement prior to or at Closing, Buyer shall provide Sellers written notice of such default and Sellers shall have five (5) Business Days to cure such default. In the event Sellers do not cure such default within such five (5) Business Days, Buyer may, at Buyer's option, subject to the notification and extension options set forth in SECTION 6.1.11, in its absolute and sole discretion, do any one of the following: (i) terminate this Agreement by written notice delivered to Seller at any time on or before the Closing has not occurred due to a breach by in which event Buyer may seek actual damages against Seller in any material respect any of its obligations or representations or warranties contained in this Agreementan amount equal to all third party costs incurred by Buyer (and not previously paid by Seller) plus the actual costs and expenses, or if Seller fails including travel expenses, incurred by Hospital Affiliates Development Corporation ("HADC") (not to consummate this Agreement for any reason other than exceed Five Thousand Dollars ($5,000) plus actual travel expenses), Buyer's default affiliate or third parties, to perform the permitted termination due diligence set forth in the Inspection Period (not including legal or accounting services) not to exceed Thirty Thousand Dollars ($30,000) dollars in the aggregate, (which amount is in addition to the return of the Deposit); or (ii) enforce specific performance of this Agreement against Seller (including reasonable attorneys' fees and court costs incurred by Seller Buyer in such specific performance action). In the event Buyer elects to terminate this Agreement in accordance with this Section, this Agreement shall terminate and the parties shall have no further obligations to or Buyer as recourse against each other, except set forth herein expressly providedand the provisions of SECTION 3.8.2 shall apply. In the event a failure of the conditions of SECTION 6.1, Buyer is not within the control of Seller, Buyer's remedy shall be entitled, as its sole remedy, either be: (a) to terminate the Agreement, the Deposit shall be returned to Buyer and this Agreement and receive termination shall be subject to the return provisions of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, SECTION 3.9 or (b) proceed to enforce specific performance Closing and if Buyer makes such election, Seller shall be released of Seller's obligation all liability in connection with those matters waived by Buyer; (c) adjourn the Closing for a reasonable period of time to execute secure such third party requirements to satisfy the documents required conditions of SECTION 6.1. In the event the default by Seller arises from matters discovered by Buyer subsequent to convey the Property to BuyerClosing, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed entitled to have elected to terminate this Agreement (as provided pursue all of its remedies at law or in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFequity.

Buyer’s Remedies. If In the Closing has not occurred due event that Diamond breaches any warranty or other provision of these Terms and Conditions, any Sales Confirmation or any other agreement respecting the purchase or sale of goods from Diamond (collectively, "Agreement"), Buyer’s exclusive remedy shall be the repair or replacement, at Diamond's option, of any defective goods. Under no circumstances shall Diamond be liable for any reimbursement of labor costs incurred by the Buyer whether as a result of warranty under Section 4 herein or resulting from rectification, installation, return of goods to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this AgreementDiamond, or if Seller fails to consummate this Agreement for otherwise. Under no circumstances shall the liability of Diamond, whether in contract, tort, warranty or otherwise exceed the purchase price of the goods. Buyer must notify Diamond in writing of any reason other than Buyer's default claim regarding defective or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either nonconforming goods (a) to terminate this Agreement and receive the return within ten (10) days after receipt of the entire Deposit (including both goods with respect to any claim not covered by the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderwarranty set forth in Section 4 herein, or (b) within ten (10) days after a defect is or should have been discovered with respect to enforce specific performance any claim covered by such warranty. If Xxxxx fails to notify Diamond timely of Seller's obligation a claim, the goods shall be deemed accepted by Buyer without objection and any such claim by Buyer shall be waived. Defective goods shall be returned to execute Diamond Roll Up Door, Inc., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxxxx, Xxxx 00000 to the documents required to convey the Property attention of Customer Service Department. [Replacement product shall be made available to Buyer, F.O.B., in Upper Sandusky, Ohio. Freight costs, if any, shall be at Buyer’s expense.] Xxxxx acknowledges and agrees that it being understood and agreed that the remedy will not assert a right of specific performance shall not be available offset or recoupment against Diamond or any affiliate thereof or its directors, officers or employees, or any affiliate thereof with respect to enforce any future, present or prior sales transactions involving any new or used goods or any other obligation of Seller hereunder. Buyer shall be deemed Diamond to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies provided to Buyer herein shall be the SOLE and EXCLUSIVE rights and remedies of this Article VI shall survive Closing Buyer and Buyer hereby waives all other rights and remedies provided by applicable law or equity, including without limitation, INDIRECT, incidental, consequential, liquidated, punitive or any termination of this Agreementother damages. DIAMOND SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES (INCLUDING LOSS OF CARGO, LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUES, COST OF CAPITAL, COST OF BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES), OR ANY CLAIMS OR DEMANDS BROUGHT BY OR AGAINST BUYER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, DIAMOND'S NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF WARRANTY. DIAMOND SHALL HAVE NO OBLIGATION TO REPLACE OR REPAIR ANY GOODS WHICH ARE LOST OR STOLEN OR DESTROYED OR DAMAGED BY FIRE OR ANY OTHER PERIL. IN NO EVENT SHALL DIAMOND'S AGGREGATE LIABILITY TO BUYER ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE SALE OF ANY GOODS UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID TO DIAMOND BY BUYER FOR SUCH GOODS. ANY ACTION AGAINST XXXXXXX MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THE FOREGOING REMEDIES ARE IN ADDITION TO EXCLUSION OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE, AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFDAMAGES IS INDEPENDENT OF AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform any obligation pursuant to this Agreement for any reason other than Buyer's default or the permitted termination (except due to a failure of any condition set forth in this Agreement or any failure by Seller or Buyer as herein expressly providedto perform hereunder), then Buyer shall be entitledelect, as its sole remedy, either to: (ai) to terminate this Agreement by giving Seller and receive the return Title Company timely written notice of such election prior to or upon the Closing Date, in which case Buyer shall be entitled to a reimbursement of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, ; or (bii) to enforce specific performance of this Agreement, in which event there shall be no reduction of the Purchase Price and Buyer shall not be entitled to recover any damages (whether actual, direct, indirect, consequential, punitive or otherwise) notwithstanding such failure or breach by Seller's obligation , but Buyer shall be entitled to execute recover from Seller Buyer’s reasonable attorney’s fees if it is successful in any such action. Notwithstanding the documents required foregoing, if after any willful default by Seller Buyer is unable to convey obtain specific performance of Seller’s obligations hereunder because Seller has conveyed title to the Property to Buyera third party, then, and only then, Buyer shall also be entitled to recover from Seller all out-of-pocket costs incurred by Buyer in connection with the Property, not to exceed Two Hundred Thousand Dollars ($200,000.00). For purposes of this Section 6.2, a willful default by Seller shall mean that, except as otherwise expressly permitted by this Agreement, Seller intentionally takes an action contrary to its obligations under this Agreement, or intentionally fails to take an action it being understood is obligated to take under this Agreement, and agreed that as a direct result thereof conditions to the remedy of specific performance shall Closing are not be available to enforce any other obligation of Seller hereundermet and the transaction does not close. Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (as provided in subsection (ai) above) hereinabove if Buyer fails to file deliver to Seller written notice of its intent to commence an action to assert a cause of action claim for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or within ninety (90) days after the originally scheduled Closing Date, whichever or having given such notice fails to commence such action asserting said claim within ninety (90) days after the date of such notice. Notwithstanding the foregoing to the contrary, no notice of termination given by Buyer hereunder shall occur firstbe of any force or effect if Seller cures the default within ten (10) days after Seller’s receipt of any such termination notice. If Buyer duly elects to terminate or is deemed to have elected to terminate this Agreement pursuant to clause (i) hereinabove, then Buyer shall and hereby agrees in such event to waive any and all right to file or record any lis pendens or any other lien or encumbrance against the Property or to seek specific performance is not available due or other equitable relief or to the fact that seek or recover from Seller has conveyed the Property to a third partyany damages (including, then upon termination of this Agreement by Buyerwithout limitation, any actual direct, indirect, consequential, punitive or other damages). The foregoing remedies set forth in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, subclauses (i) and (ii) hereinabove are Buyer’s actual, documented out-of-pocket costs sole and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability exclusive remedies with respect to Seller’s default, and Buyer waives any and all other remedies as may be available at law or in equity in connection with such Seller’s default. Any and all covenants and obligations of Seller contained in this Agreement (including, without limitation, any default by Seller of any such obligations and covenants) shall merge into the foregoing Deed and other Closing Documents upon the Closing, and shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of the Closing, except to the extent otherwise expressly provided elsewhere in this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If the Closing has not occurred due to a breach by (a) Seller shall default in any material respect any of its obligations to be performed on the Scheduled Closing Date or representations or warranties contained (b) Seller shall default in the performance of any of its material obligations to be performed prior to the Scheduled Closing Date and, with respect to any default under this Agreementclause (b) only, or if Seller fails such default shall continue for five (5) business days after notice to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedSeller, Buyer shall be entitled, as its sole remedyremedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, either the right to bring such actions or proceedings being expressly and voluntarily waived by Buyer, to the extent legally permissible, following and upon advice of its counsel) shall have the right, subject to the other provisions of this Paragraph 18.1, (ai) to seek to obtain specific performance of Seller’s obligations hereunder, provided that any action for specific performance shall be commenced within ninety (90) days after Buyer obtains actual knowledge of such default, and if Buyer prevails thereunder, Seller shall reimburse Buyer for all reasonable legal fees, court costs and all other reasonable costs of such action or (ii) to terminate this Agreement and receive the a return of the entire Deposit (including both the First Deposit Deposit; provided, that if and Second Deposit, only if Seller’s affirmative and whether or not the Inspection Period was extended), which return shall operate to terminate intentional conduct in violation of this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that causes the remedy of specific performance shall to not be available to enforce any other obligation of Buyer, Seller hereunder. shall also pay Buyer within ten (10) days after Buyer’s demand therefor (which shall be deemed accompanied by reasonable back-up documentation) an amount equal to have elected to terminate this Agreement (as provided in subsection (a) above) the Reimbursable Expenses, it being understood that if Buyer fails to file a cause of commence an action for specific performance against Seller on or before within ninety (90) days after written notice such default, Buyer’s sole remedy shall be to terminate this Agreement and receive a return of termination from Seller the Deposit and reimbursement of the Reimbursable Expenses, if applicable. If Buyer elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Buyer shall on or ninety (90) days after before the originally scheduled Scheduled Closing Date, whichever time being of the essence, fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall occur firstbe paid as and when required by the court in the suit for specific performance). If specific performance is not available due to the fact that Seller has conveyed the Property to a third partyUpon such return and delivery, then upon termination of this Agreement by Buyer, shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in addition this Agreement to receiving survive the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFhereof.

Buyer’s Remedies. If the Closing has not occurred due fails to a breach occur by Seller in any material respect any reason of Seller’s improper failure or refusal to perform its obligations or representations or warranties contained hereunder and same is not cured within seven (7) days after Seller’s receipt of written notice thereof from Buyer (but in this Agreementno event later than the date of Closing), or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, then Buyer shall be entitled, entitled as its sole remedy, remedy either (a) to terminate this Agreement and receive to the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from together with any and all liability hereunderBuyer’s Costs (as hereinafter defined) incurred as of the date of such termination up to a maximum of $75,000, or (b) to enforce seek specific performance of Seller's ’s obligation to execute the documents required to convey sell the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. These remedies are mutually exclusive and Buyer must elect, by notice to Seller and Escrow Holder, which of these remedies it wishes to pursue no later than forty-five (45) days after the date scheduled for the Closing Date. Buyer shall be deemed to have elected to terminate this Agreement (and receive back the Deposit as provided in subsection (a) above) above if Buyer fails to file a cause of action suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety sixty (9060) days after written notice following the date upon which Closing was to have occurred. For purposes of termination from Seller or ninety this Agreement, “Buyer’s Costs” shall mean the actual expenses incurred by Buyer and paid (90i) days after to Buyer’s attorneys for reasonable fees in connection with the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination negotiation of this Agreement by Buyer, in addition to receiving or the immediate return proposed purchase and/or financing of the DepositProperty, anything (ii) to third party consultants in connection with the Agreement contained to the contrary notwithstandingperformance of examinations, inspections and/or investigations performed by Buyer shall also receive from Seller, upon demand, or Buyer’s actualAgents, documented out-of-pocket costs and expenses associated (iii) to any potential lender in connection with conducting its due diligence related to any proposed financing of the Property; provided. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, howeverIN NO EVENT SHALL SELLER’S LIABILITY UNDER THIS AGREEMENT AND/OR ANY RELATED DOCUMENTS (INCLUDING, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. WITHOUT LIMITATION, ANY AND ALL LIABILITY RESULTING FROM, CONNECTED WITH OR ARISING OUT OF: (i) ANY BREACH OR VIOLATION BY SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR PROMISE OF SELLER SET FORTH IN THIS AGREEMENT OR ANY OF THE FOREGOING REMEDIES ARE RELATED DOCUMENTS, (ii) SELLER’S DEFAULT HEREUNDER OR FAILURE TO COMPLY WITH ANY DUTY, RESPONSIBILITY OR OBLIGATION OF SELLER SET FORTH IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY ANY RELATED DOCUMENT, AND/OR (iii) ANY INDEMNIFICATION OBLIGATIONS UNDER OF SELLER SET FORTH IN THIS AGREEMENT (OTHER SECTIONS HEREOFTHAN THOSE SET FORTH IN SECTION 10.16 OF THIS AGREEMENT) OR ANY OF THE CLOSING DOCUMENTS) EXCEED, IN THE AGGREGATE, THE AMOUNT OF THE CAP.

Buyer’s Remedies. If the Closing has purchase and sale contemplated by this Agreement is not occurred due to a consummated because of the breach by Seller of its representations, warranties or covenants in any material respects (it being understood and agreed by the Parties hereto that for purposes of this Section 3.4, that for purposes of determining such breach of Seller's representations, warranties and covenants, all knowledge qualifications in the representations and warranties of Seller contained in Section 4.3.3 shall be disregarded and such representation or warranty shall not be qualified in any respect any by such knowledge qualification), and Buyer is not in breach of its obligations representations, warranties or representations covenants hereunder in any material respects, Seller agrees that, in addition to any other rights and remedies available at law or warranties contained in this Agreementequity, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, LBI Holdings and Buyer shall be entitled, as its sole remedy, either have the following rights and remedies: (ai) Buyer shall have the right to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute sell the documents required Purchased Assets upon the terms and conditions set forth in this Agreement and incidental damages in an amount not to convey exceed $50,000 in the Property aggregate related to Buyersuch specific performance; (ii) LBI Holdings shall have the right to the return of the Escrow Deposit (and associated interest); and (iii) LBI Holdings and Buyer shall have the right to recover monetary damages for breach of this Agreement in an amount equal to $157,500 and the right to be reimbursed for all reasonable fees and expenses (including reasonable legal expenses) incurred by LBI Holdings and Buyer in connection with the transactions contemplated hereby; provided, that if Buyer obtains full remedies under clause (i) pursuant to a non-appealable judgment with which Seller complies, then Buyer shall not thereafter have additional claims under clause (iii) and if LBI Holdings and Buyer obtain full remedies under clause (iii) pursuant to a non-appealable judgment with which Seller complies, then Buyer shall not thereafter have additional claims under clause (i), it being understood and agreed that obtaining full remedies under clause (iii) will constitute full payment for any and all damages suffered by Buyer by reason of Seller's failure to consummate the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement purchase and sale contemplated by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFThe Parties agree that remedy at law is inadequate and that damages are not adequate to compensate LBI Holdings and Buyer.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained the conditions specified in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly providedsection 3.1 are not satisfied, Buyer shall be entitledhave the right, as at its sole remedyexclusive election, either (a) to waive the condition in question and proceed with the purchase of the Assets or to terminate this Agreement; provided that the Closing Date may be extended to any date not later than December 31, 2004, at Buyer’s exclusive election, for a reasonable period to allow all of such conditions to be satisfied, subject to Buyer’s further right to terminate this Agreement and receive on the return expiration of the entire Deposit (including both period of the First Deposit and Second Deposit, and whether or extension if all of such conditions shall not the Inspection Period was extended), which return shall operate then have been satisfied. If Buyer so elects to terminate this Agreement and release Seller from Agreement, neither Buyer nor Sellers shall have any and all liability hereunderfurther rights or obligations under this Agreement, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed except that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided covenants and agreements in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs sections 4.5.4 and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI 4.12 shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFNotwithstanding any of the foregoing provisions of this section 3.3.1 to the contrary, in the event of any material breach by any Seller of any covenant or agreement herein or hereunder, Buyer may elect nevertheless either (a) to proceed with the purchase of the Assets, it being understood that the consummation of the Closing shall be deemed a waiver of any breach of any representation, warranty or covenant required to be performed prior to Closing and of Buyer’s rights and remedies with respect thereto, if Sellers shall have notified Buyer of the breach or lack of performance thereof at least five days prior to the Closing, or, if later, within twenty-four hours from the occurrence of such breach or lack of performance, or (b) subject to section 4.3, to terminate this Agreement by notice to Sellers on or prior to the Closing Date, and on such termination, Buyer shall be relieved of all obligations and liabilities hereunder and Buyer may proceed against Sellers to recover any damages occasioned by such breach.

Buyer’s Remedies. If there is an Event of Default (as defined in Section 16.1) of Seller under this Agreement (and Buyer does not elect to waive such Event of Default) or Seller fails or refuses to consummate the transaction contemplated hereby on the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement Date for any reason other than Buyer's default ’s material default, failure of any condition to Seller’s obligation to close, or the permitted termination of this Agreement exercise by Seller or Buyer as herein expressly providedof an express right of termination granted herein, Buyer shall be entitledthen Buyer, as its sole remedyand exclusive remedy at law and in equity in the event of a breach or default by Seller hereunder (and all other claims for other remedies at law or equity are expressly waived by Buyer hereunder), may either (ai) to terminate this Agreement Agreement, in which event the Deposit shall be immediately returned to Buyer and receive the return neither party shall have any further Liability hereunder except for those Liabilities that expressly survive termination of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderAgreement, or (bii) to enforce commence an action for specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate ’s obligations under this Agreement other than its obligations with respect to the First Mortgage Loan Approvals (as provided in subsection (a) above) except that if Buyer fails is the prevailing party in any such action for specific performance, then the court that conducts such action shall award to file Buyer all costs and expenses that it incurs in connection with such action, including, without limitation, reasonable attorneys’ fees and costs). As a cause of condition precedent to Buyer exercising any right it may have to bring an action for specific performance against Seller on or before ninety hereunder for purposes of conveyance of the Property, Buyer must commence such an action within one hundred twenty (90) days after written notice of termination from Seller or ninety (90120) days after the originally scheduled Closing Date. Except for any such action for specific performance for purposes of conveyance of the Property, whichever any action for specific performance under or with respect to this Agreement must be commenced prior to the Closing. Buyer agrees that its failure to timely commence an action for specific performance within the applicable time period set forth above shall occur firstbe deemed a waiver of its right to commence such an action as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of an action or similar notice against all or any portion of the Property. If this Agreement is terminated pursuant to clause (i) above as the result of a Seller default hereunder, then Seller agrees to (x) reimburse Buyer for its reasonable and verifiable out of pocket due diligence expenses and attorney’s fees paid in connection with the transactions contemplated in this Agreement up to a maximum of $250,000, and (y) in the event that specific performance is not available due to for the fact that Seller has conveyed purpose of conveyance of the Property is unavailable because Seller sold OR CONTRACTED TO SELL one or more of the Developments to a third third-party, then upon termination Seller shall also pay to Buyer an amount equal to Five Million Six Hundred Thousand Dollars ($5,600,000) as liquidated damages. The parties acknowledge that if Seller defaults hereunder and specific performance for the purpose of this Agreement by Buyer, in addition to receiving the immediate return conveyance of the Deposit, anything in Property is unavailable because Seller sold OR CONTRACTED TO SELL one or more of the Agreement contained Developments to the contrary notwithstanding, Buyer shall also receive from Seller, upon demanda third-party, Buyer’s actualdamages will be difficult, documented out-of-pocket costs if not impossible to ascertain and expenses associated with conducting its due diligence related therefore agree that the payment of $5,600,000 to the Property; providedBuyer as liquidated damages is fair and reasonable compensation to Buyer. SUCH PAYMENT BY THE SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BUYER PURSUANT TO SECTIONS 1671, however1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. Buyer’s Initials: /s/ SE Seller’s maximum reimbursement liability with respect to the foregoing Initials (on behalf of each Seller): /s/ BP In no event shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing Seller or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFSeller Party be liable to Buyer or any Permitted Title Nominee for any indirect, consequential, exemplary, incidental, punitive or special damages.

Buyer’s Remedies. If In the Closing has not occurred due event that Diamond breaches any warranty or other provision of these Terms and Conditions, any Sales Confirmation or any other agreement respecting the purchase or sale of goods from Diamond (collectively, "Agreement"), Buyer’s exclusive remedy shall be the repair or replacement, at Diamond's option, of any defective goods. Under no circumstances shall Diamond be liable for any reimbursement of labor costs incurred by the Buyer whether as a result of warranty under Section 4 herein or resulting from rectification, installation, return of goods to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this AgreementDiamond, or if Seller fails to consummate this Agreement for otherwise. Under no circumstances shall the liability of Diamond, whether in contract, tort, warranty or otherwise exceed the purchase price of the goods. Buyer must notify Diamond in writing of any reason other than Buyer's default claim regarding defective or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either nonconforming goods (a) to terminate this Agreement and receive the return within ten (10) days after receipt of the entire Deposit (including both goods with respect to any claim not covered by the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderwarranty set forth in Section 4 herein, or (b) within ten (10) days after a defect is or should have been discovered with respect to enforce specific performance any claim covered by such warranty. If Buyer fails to notify Diamond timely of Seller's obligation a claim, the goods shall be deemed accepted by Buyer without objection and any such claim by Buyer shall be waived. Defective goods shall be returned to execute Diamond Roll Up Door, Inc., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxxxx, Xxxx 00000 to the documents required to convey the Property attention of Customer Service Department. [Replacement product shall be made available to Buyer, F.O.B., in Upper Sandusky, Ohio. Freight costs, if any, shall be at Buyer’s expense.] Buyer acknowledges and agrees that it being understood and agreed that the remedy will not assert a right of specific performance shall not be available offset or recoupment against Diamond or any affiliate thereof or its directors, officers or employees, or any affiliate thereof with respect to enforce any future, present or prior sales transactions involving any new or used goods or any other obligation of Seller hereunder. Buyer shall be deemed Diamond to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies provided to Buyer herein shall be the SOLE and EXCLUSIVE rights and remedies of this Article VI shall survive Closing Buyer and Buyer hereby waives all other rights and remedies provided by applicable law or equity, including without limitation, INDIRECT, incidental, consequential, liquidated, punitive or any termination of this Agreementother damages. DIAMOND SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES (INCLUDING LOSS OF CARGO, LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUES, COST OF CAPITAL, COST OF BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES), OR ANY CLAIMS OR DEMANDS BROUGHT BY OR AGAINST BUYER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, DIAMOND'S NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF WARRANTY. DIAMOND SHALL HAVE NO OBLIGATION TO REPLACE OR REPAIR ANY GOODS WHICH ARE LOST OR STOLEN OR DESTROYED OR DAMAGED BY FIRE OR ANY OTHER PERIL. IN NO EVENT SHALL DIAMOND'S AGGREGATE LIABILITY TO BUYER ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE SALE OF ANY GOODS UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID TO DIAMOND BY BUYER FOR SUCH GOODS. ANY ACTION AGAINST DIAMOND MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THE FOREGOING REMEDIES ARE IN ADDITION TO EXCLUSION OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE, AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFDAMAGES IS INDEPENDENT OF AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Buyer’s Remedies. 8.5.6 If the Closing has not occurred due to Seller breaches a breach by Seller in any material respect any of its obligations or representations or warranties contained in obligation under this Agreement, and Buyer is notified of or if becomes aware of such breach prior to the Closing (a “Seller fails to consummate this Agreement for any reason other than Default”), then Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer ’s sole and exclusive remedy shall be entitled, as its sole remedy, either to: (ai) to terminate this Agreement and receive Agreement, in which event the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer interest accrued thereon shall be deemed returned to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against and Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property reimburse Buyer to a third party, then upon termination maximum of this Agreement by Buyer, in addition to receiving Two Hundred Thousand and No/100 Dollars ($200,000.00) for the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented actual out-of-pocket costs incurred by Buyer in connection with the transaction contemplated by this Agreement, including, without limitation, actual attorney’s fees and expenses associated and costs incurred in -23- connection with conducting its due diligence Buyer’s evaluation and inspection of the Property and fees or deposits forfeited to any lender providing financing to Buyer in connection with the transaction; or (ii) commence and pursue an action for specific performance (and an action for Delay Damages (as defined below)). If Buyer elects to seek specific performance of Seller’s obligation to close Escrow hereunder, Buyer must stand ready and able to tender the Purchase Price and all other sums and documents to be delivered into Escrow by Buyer hereunder but for the Seller Default. In the event that intentional acts of Seller, after a Seller Default, renders specific performance unavailable to the Buyer, the foregoing cap on the amount of Buyer’s recoverable costs shall not apply, and Buyer shall have the right to pursue damages related to the Property; provided, however, delay in the conveyance of the Property due to Seller’s maximum intentional acts (“Delay Damages”). Notwithstanding the foregoing, nothing in this provision shall limit Buyer’s rights to receive reimbursement liability with respect for attorneys’ fees pursuant to the foregoing shall not exceed $300,000.00. The rights Section 14, nor waive or affect Seller’s and remedies Buyer’s indemnity obligations under other sections of this Article VI shall Agreement, which expressly survive Closing or any the termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.8.5.7

Buyer’s Remedies. If In the Closing has event the purchase and sale of the Property is not occurred due to consummated because of a breach default by Seller Seller, and provided that Buyer is not in any material respect any of its obligations or representations or warranties contained in this Agreementdefault hereunder, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer sole and exclusive remedy shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the an immediate return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce seek specific performance of Seller's obligation to execute the documents required to convey sell the Property to Buyer. These remedies are mutually exclusive and Buyer must elect, by notice to Seller and Escrow Holder, which of these remedies it being understood and agreed that wishes to pursue no later than thirty (30) days after the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunderdate scheduled for the Closing Date. If Buyer shall be deemed to have elected elects to terminate this Agreement (as provided in subsection pursuant to clause (a), Buyer shall be entitled to seek damages caused by Seller's breach, which shall (i) abovebe limited to the actual, out-of-pocket third party costs incurred by Buyer in connection with the transaction contemplated hereby, and (ii) if in no event exceed Seventy Five Thousand Dollars ($75,000). Seller shall have no liability to Buyer fails under any circumstances for any consequential or punitive damages. If any condition precedent to file a cause of action for specific performance against Seller on Buyer's obligation to close contained in SECTION 7.2 has not been satisfied or before ninety (90) days after written notice of termination from Seller or ninety (90) days after waived by Buyer in writing by the originally scheduled Closing Date, whichever Buyer's sole and exclusive remedy shall occur first. If specific performance is not available due be to the fact that Seller has conveyed the Property to a third party, then upon termination of terminate this Agreement by Buyer, in addition to receiving the and receive an immediate return of the Deposit, . Notwithstanding anything in the Agreement contained to the contrary notwithstandingherein, Buyer shall also receive from not seek a personal judgment against Seller nor its members, managers, employees or agents of Seller, upon demandnor the shareholders, Buyer’s actualofficers, documented out-of-pocket costs and expenses associated with conducting its due diligence directors, employees or agents of any of them nor the Property for any Claims under or related to this Agreement or the Property; provided, however, Seller’s maximum reimbursement liability with respect . Buyer shall look solely to the foregoing Seller's interest in the Property for the payment of any Claim or performance of any obligation by Seller hereunder. Under no circumstances shall not exceed $300,000.00. The rights Buyer have the right, and remedies Buyer hereby waives any right it may have, to record a lis pendens or notice of this Article VI shall survive Closing any lawsuit against the Project or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFportion thereof.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default except failure by Buyer to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect and Buyer was not aware of such breach of such representations and warranties prior to the permitted termination end of this Agreement by Seller or Buyer as herein expressly providedthe Inspection Period, then, Buyer shall be entitledelect, as its sole remedy, either to (ai) to terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and receive recover the return Xxxxxxx Money, in addition to Buyer’s actual out-of-pocket costs, not to exceed an aggregate of the entire Deposit $50,000.00, (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunderii) enforce specific performance, or (biii) waive said failure or breach and proceed to enforce specific performance of Seller's obligation Closing. Notwithstanding anything herein to execute the documents required to convey the Property to Buyercontrary, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before thirty (30) days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within ninety (90) days after written notice of termination from Seller or ninety (90) days after following the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actualremedies shall be limited to those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; providedSHAREHOLDERS, howeverOWNERS OR AFFILIATES, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING REMEDIES ARE IN ADDITION 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 AND ARE NOT INTENDED TO LIMIT SELLER'S THIS AGREEMENT OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFTHE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Buyer’s Remedies. If Upon the Closing has occurrence of an Event of Default by Seller, and provided Buyer is not occurred due to a then in breach by Seller in any material respect any or default of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitledhave the right, as exercisable in its sole remedydiscretion, either (a) to terminate this Agreement by written notice to Seller and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate Escrow Agent. If Buyer elects to terminate this Agreement and under this Article 6.2, Escrow Agent shall release Seller from any to Buyer the Deposit and all liability hereunderother amounts that Buyer shall have paid to Escrow Agent hereunder (save only Buyer's share of the Escrow Fees), or including but not limited to the Balance of the Purchase Price (bif it has been paid) and any other amounts paid by Buyer to enforce specific performance Escrow Agent in respect of Inspection costs and/or Movement Costs pursuant to Articles 2.1, 2.3, 3.6, and/or 4.2(a) hereof. In addition to Buyer’s recovery of such amounts paid to the Escrow Agent, as an additional remedy, and not as a penalty, Seller shall pay to Buyer the sum of two hundred fifty thousand United States dollars (US$250,000.00) as liquidated damages (“Buyer’s Liquidated Damages”), minus any amounts paid by Buyer to Escrow Agent in respect of Inspection costs and/or Movement Costs pursuant to Articles 2.1, 2.3, 3.6, and/or 4.2(a) hereof, to the extent that such amounts have been refunded to Buyer by Escrow Agent. Seller and Buyer acknowledge and agree that the amount of Buyer’s Liquidated Damages provided for in this Article 6.2 is a reasonable estimate of the damages that would be incurred by Buyer upon the occurrence of an Event of Default by Seller. For the avoidance of doubt, the recovery of Buyer’s Liquidated Damages, together with the Escrow Agent’s release of funds to Buyer in accordance with this Article 6.2, shall constitute Buyer’s exclusive remedy in the event of Seller's ’s Default, following which this Agreement shall terminate and neither Party shall have any further obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Buyer’s Remedies. If the Closing has not occurred due to a breach by Any and all recourse against, and liability of, Seller in for any material breach, or any inaccuracy with respect to, any representation or warranty of its obligations or representations or warranties Seller contained in this Agreement, or if Seller fails to consummate this Agreement for any reason each of the other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provideddocuments and instruments delivered in connection therewith, Buyer shall be entitled, as its sole remedy, either (a) limited to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second DepositPurchase Shares hereunder, and whether the sole and exclusive remedy by Buyer against Seller for breach, or not inaccuracy of, any such representation or warranty shall be limited to recourse against the Inspection Period was extendedPurchase Shares. Further, Buyer shall have no right to seek indemnification, reimbursement, or defense under this Section 9.2 until its losses exceed $150,000 in the aggregate (the “Threshold”), which provided, that in such event, Buyer will be entitled to recover its losses, including the Threshold amount. The maximum amount of any liability of Seller to Buyer under this Section 9.2 shall not exceed $2,000,000 in value (the “Cap”). Any action by Buyer against Seller under this Section 9.2, subject to the Threshold and the Cap, shall be recoverable either by (a) Seller’s prompt return shall operate of the Purchase Shares (or a reduction in the number of Additional Shares to terminate be issued by Buyer to Seller) having a value equal to the amount recoverable by Buyer under this Agreement and release Seller from any and all liability hereunder, Section 9.2 with such Purchase Shares (or Additional Shares) being valued at the Average Price as of the Anniversary Date for such shares; or (b) in the event Buyer elects to enforce specific performance repurchase the Purchase Shares from Seller in accordance with the provisions of Seller's obligation Section 2.1, by deducting such amount from the purchase price to execute be paid by Buyer to Seller for the documents required to convey repurchase of the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller Purchase Shares hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, Notwithstanding anything in the Agreement contained to the contrary notwithstandingcontained in this Agreement, Buyer shall also receive from Seller, upon demand, the Threshold will apply only to Buyer’s actualdirect damages or claims, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing apply to Buyer’s consequential damages or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOFpossible punitive damage claims against Seller.

Buyer’s Remedies. If In the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if event Seller fails to consummate perform its obligations pursuant to this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer (unless excused and as herein expressly providedto Seller’s alleged defaults, only after notice and opportunity to cure, if any, has expired), then Buyer shall be entitledelect, as its sole remedy, either to: (i) terminate this Agreement by giving Seller written notice of such election on or prior to the Closing Date, in which case (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Depositshall be promptly delivered to Buyer, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) Seller shall reimburse to Buyer its actual out-of-pocket third party costs and expenses incurred in connection with its contemplated acquisition of the Property (including, but not limited to, reasonable attorney fees) in an amount not to exceed $100,000.00 and thereafter neither party shall have any further rights or obligations hereunder, except the Surviving Obligations; or (ii) enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyerthis Agreement; provided, it being understood and agreed however, that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of bring an action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or performance, if at all, no later than ninety (90) days after the originally scheduled Closing Datedate upon which Buyer first delivered written notice of Seller's breach. The remedies set forth in subclauses (i) and (ii) hereinabove are Buyer's sole and exclusive remedies with respect to Seller's default, whichever shall occur firstand Buyer waives any and all other remedies as may be available at law or in equity in connection with such Seller's default. If Notwithstanding the foregoing, if: (1) specific performance is not available to Buyer due to Seller no longer holding title to the fact that Seller has conveyed Property as a result of conveying the Property to a an unaffiliated third partyparty purchaser for value; or (2) Seller's breach is its willful refusal to convey the Property to Buyer at Closing (with Buyer not being in breach and being ready, willing and able to perform), then upon termination Buyer may pursue an action at law for all actual losses and damages (specifically excluding consequential and punitive damages) suffered or incurred by Buyer arising out of this Agreement by Buyer, in addition or relating to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect default. In addition, nothing in this Section shall limit Buyer's right to the foregoing shall not exceed $300,000.00. The rights recover its reasonable attorneys' fees and remedies of this Article VI shall survive Closing or any termination of court costs pursuant to this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.