OR PRIOR TO CLOSING AND DOES NOT CURE SUCH DEFAULT WITHIN FIVE (5) DAYS OF
RECEIPT OF WRITTEN NOTICE THEREOF, BUYER'S RIGHTS AND REMEDIES FOR SUCH DEFAULT
SHALL BE AS DESCRIBED IN THIS SECTION 14(b). IF BUYER PROCEEDS TO CLOSE THE
TRANSACTION CONTEMPLATED BY THIS CONTRACT WITH ACTUAL KNOWLEDGE OF SUCH DEFAULT
OF SELLER, BUYER SHALL BE DEEMED TO HAVE WAIVED ALL RIGHTS AND REMEDIES WITH
RESPECT TO SUCH DEFAULT. BUYER AND SELLER AGREE THAT, IN THE EVENT OF SUCH
DEFAULT, THE DAMAGES THAT BUYER WILL INCUR BY REASON THEREOF ARE AND WILL BE
IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTABLISH AND THAT BUYER AND SELLER, IN A
REASONABLE EFFORT TO ASCERTAIN WHAT BUYER'S DAMAGES WOULD BE IN THE EVENT OF
SUCH A DEFAULT, HAVE AGREED THAT BUYER SHALL ELECT, AS ITS SOLE REMEDY, EITHER
TO (A) TERMINATE THIS CONTRACT BY GIVING SELLER WRITTEN NOTICE OF SUCH ELECTION
ON OR BEFORE THE CLOSING DATE, IN WHICH CASE THE DEPOSIT, AND ALL INTEREST
ACCRUED THEREON, SHALL BE PROMPTLY DELIVERED TO BUYER, AS WELL AS ALL
REASONABLE, THIRD PARTY OUT-OF-POCKET EXPENSES UP TO A MAXIMUM OF $50,000.00
INCURRED BY BUYER IN CONNECTION WITH THIS CONTRACT, WHICH AMOUNT SHALL BE
IMMEDIATELY DUE FROM SELLER TO BUYER; OR (B) ENFORCE BY SPECIFIC PERFORMANCE
THIS CONTRACT. THE REMEDY CHOSEN FROM CLAUSES (A) AND (B) ABOVE IS BUYER'S SOLE
AND EXCLUSIVE REMEDY WITH RESPECT TO A PRE-CLOSING DEFAULT BY SELLER OF WHICH
BUYER HAS KNOWLEDGE, AND BUYER WAIVES ANY AND ALL OTHER REMEDIES AS MAY BE
AVAILABLE AT LAW OR IN EQUITY IN CONNECTION WITH ANY SUCH PRE-CLOSING DEFAULT OF
WHICH BUYER HAS KNOWLEDGE. NOTHING IN THIS SECTION 14(b) SHALL BE DEEMED TO
LIMIT OR RESTRICT IN ANY MANNER ANY OF BUYER'S RIGHTS OR REMEDIES IN THE EVENT
OF A DEFAULT OF SELLER OTHER THAN THOSE WHICH OCCUR PRIOR TO CLOSING AND OF
WHICH BUYER HAS KNOWLEDGE.
(c) Notwithstanding anything contained herein to the contrary, (i) if any of the
representations or warranties of Seller that survive Closing contained in this
Contract or in any document or instrument delivered in connection herewith are
false or inaccurate, or Seller is in breach or default of any of its obligations
under this Contract that survive Closing, and Buyer nonetheless closes the
transactions hereunder and purchases the Property, then Seller shall have no
liability or obligation respecting such false or inaccurate representations or
warranties or other breach or default (and any cause of action resulting
therefrom shall terminate upon the Closing) in the event that on or prior to
Closing, Buyer shall have had actual knowledge of the false or inaccurate
representations or warranties or other breach or default. In addition,
notwithstanding anything to the contrary contained in this Contract or any
documents executed in connection herewith, if, following the Closing Buyer first
obtains actual knowledge that any representations or warranties made by Seller
(as same may be modified pursuant to the terms of this Contract) were false or
inaccurate as of the Closing or that Seller breached any of