[brief] On August 12, 2021, [...] entered into an agreement (the “Mack-Cali Transaction”) to acquire fee simple interest in land located at [...] in [...] (the “Land”) and improvements thereon (the “Improvements”).  (Pa4, ¶11).  On August 13, 2021, Plaintiff and [...] entered into a separate agreement (the “PSA”) whereby [...] agreed to, concurrently with the closing of title under the Mack-Cali Transaction, sell to Plaintiff the fee interest in the Land, while [...] would retain ownership of the Improvements.  (Pa3, ¶¶ 5,9).  The PSA further provided that, concurrently with the closing of the purchase and sale transaction, Plaintiff and [...] would enter into a ground lease whereby [...] would lease the Land back from Plaintiff for 98 years.  (Pa4, at ¶10).  The PSA, a “complex” contract, was “heavily negotiated by and between sophisticated parties and their counsel and is binding under applicable law. ” (Pa5, at ¶20).  In accordance with the terms of the PSA, Plaintiff deposited with [...], as escrow agent, an earnest money deposit in the amount of $5 million (the “Deposit”).  (Pa5, ¶18).  Section 4.2 of the PSA provided that the Deposit is “non-refundable” except in the event the PSA is “terminated by [Plaintiff] under any express right of termination entitling [Plaintiff] to a refund of the Earnest Money Deposit as provided herein . . . .” (Pa97).  Section 13.1 provided that, if [...] defaulted before the Mack-Cali Transaction closed, Plaintiff’s sole and exclusive remedy is to terminate the PSA, in which event Plaintiff is entitled to receive a refund of the Deposit.  (Pa115).  In Section 13.1, Plaintiff expressly “waive[d] its rights to seek damages in the event of [[...]’s] default .  . . .” (Id.).  The PSA provided that the closing of the transaction between Plaintiff and [...] would occur concurrently with the closing of the Mack-Cali Transaction.  (Pa110, §10.1).  If the closing date for the Mack-Cali Transaction was extended, then the closing date under the PSA would be automatically extended to the new closing date for the Mack-Cali Transaction.  (Pa123, §18.16).  However, [...] was required to obtain Plaintiff’s consent before adjourning the Mack-Cali Transaction closing date.  (Id.).  With Plaintiff’s consent, [...] entered into several amendments to adjourn the Mack-Cali Transaction closing date, with the final amendment adjourning the closing to June 30, 2022.  (Pa7-10, at ¶¶22-25, 32-36).  On June 29, 2022, through counsel, [...] advised Plaintiff that it was not able to obtain leasehold financing to close the transaction as contemplated.  (Pa10, at ¶36).  Considering the inability to close, [...] further advised that additional extensions of the closing date would not be meaningful.  (Id.).  The transaction did not close on June 30, 2022.  (Pa10, ¶38).  On July 14, 2022, Plaintiff alleged that [...] had adjourned the Mack-Cali Transaction closing date, this time without Plaintiff’s consent.  (Pa10, ¶39).  Plaintiff declared [...] in default for failing to seek Plaintiff’s consent to the adjournment and demanded the refund of the Deposit.  (Id.).  On July 15, 2022, through counsel, [...] advised Plaintiff that the request by Plaintiff for the return of the Deposit constituted an election under Section 13.1 of Plaintiff’s remedy to terminate the PSA.  (Pa331).  On or about July 15, 2022, [...] released the Deposit to Plaintiff, without objection from [...].  (Pa11, ¶¶40-41).