CONTINUES BEYOND THE EXPIRATION OF THE CURE PERIOD, IF
ANY, PROVIDED IN SECTION 11.6 HEREOF, PURCHASER MAY, AS PURCHASER'S SOLE OPTION,
ELECT EITHER TO: (I) BY WRITTEN NOTICE TO SELLER AND THE TITLE COMPANY, CANCEL
THIS AGREEMENT WHEREUPON THE DEPOSIT SHALL BE PAID IMMEDIATELY BY THE TITLE
COMPANY TO PURCHASER, SELLER SHALL PROMPTLY REIMBURSE TO PURCHASER ITS
REASONABLE OUT-OF-POCKET AND THIRD-PARTY PROPERTY DILIGENCE EXPENSES IN AN
AMOUNT NOT TO EXCEED $65,000.00 AND, EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, NEITHER OF THE PARTIES SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION
HEREUNDER; OR, (II) EXTEND THE DATE SCHEDULED FOR CLOSING FOR SUCH REASONABLE
PERIOD OF TIME AS MAY BE REQUIRED TO PERMIT SELLER TO CURE OR REMEDY SUCH BREACH
IN ACCORDANCE WITH SECTION 11.6; (III) WAIVE, PRIOR TO OR AT THE CLOSING, THE
APPLICABLE OBJECTION OR CONDITION AND PROCEED TO CLOSE THE TRANSACTION
CONTEMPLATED HEREBY IN ACCORDANCE WITH THE REMAINING TERMS HEREOF; OR (IV) SEEK
SPECIFIC PERFORMANCE OF SELLER'S OBLIGATIONS HEREUNDER. NOTWITHSTANDING THE
FOREGOING, IF SPECIFIC PERFORMANCE IS UNAVAILABLE AS A REMEDY TO PURCHASER
BECAUSE OF SELLER'S AFFIRMATIVE ACT OR INTENTIONAL OMISSION, PURCHASER SHALL BE
ENTITLED TO PURSUE ALL RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY;
PROVIDED, IN ANY SUIT FOR DAMAGES, SELLER SHALL NOT BE LIABLE TO PURCHASER FOR
ANY SPECIAL OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, ANY
CONFLICT BETWEEN THE PROVISIONS OF THIS SECTION AND SECTION 5.1.5 WITH REGARD TO
A BREACH OF SELLER'S REPRESENTATIONS OR WARRANTIES SHALL BE RESOLVED BY THE
PROVISIONS OF SECTION 5.1.5.
[exhibit101purchaseandsal030.jpg]
24 10.3 Waiver of Trial by Jury. The respective parties hereto shall and hereby
do waive trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other on any matters whatsoever arising
out of or in any way connected with this Agreement, or for the enforcement of
any remedy under any statute, emergency or otherwise. 10.4 Limited Liability.
The obligations of Seller are binding only on Seller's interest in the Property
and any other assets of Seller and shall not be personally binding upon, nor
shall any resort be had to, the private properties of any of the partners,
officers, directors, shareholders or beneficiaries of Seller, or of any
partners, officers, directors, shareholders or beneficiaries of any partners of
Seller, or of any of Seller's employees or agents. All documents executed by
Seller shall be deemed to contain (even if not expressly stated) the foregoing
exculpation. 11. Miscellaneous. 11.1 Entire Agreement. This Agreement, together
with the Exhibits attached hereto, all of which are incorporated by reference,
is the entire agreement between the parties with respect to the subject matter
hereof, and no alteration, modification or interpretation hereof shall be
binding unless in writing and signed by both parties. 11.2 Severability. If any
provision of this Agreement or application to any party or circumstances shall
be determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision