MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION,
CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH
ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER FURTHER
AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN
NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT PURCHASER
NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER AND ALL
SELLER RELATED PARTIES FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS,
DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH MIGHT IN ANY WAY
BE INCLUDED IN THE WAIVERS AND MATTERS RELEASED AS SET FORTH IN THIS PARAGRAPH.
THE PROVISIONS OF THIS SECTION ARE MATERIAL AND INCLUDED AS A MATERIAL PORTION
OF THE CONSIDERATION GIVEN TO SELLER BY PURCHASER IN EXCHANGE FOR SELLER'S
PERFORMANCE HEREUNDER.
PURCHASER'S INITIAL:
/s/ WP
SELLER'S INITIAL:
/s/ EC
22
8.2 Survival. The provisions of this Section 8 shall survive the Closing or the
termination of this Agreement.
9. Remedies For Default and Disposition of the Deposit.
9.1 SELLER DEFAULT. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY
REASON OF SELLER'S DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVE, AS ITS SOLE AND
EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW
OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS
AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND
PURCHASER SHALL BE ENTITLED TO THE "PURCHASER'S TRANSACTION COSTS" (AS DEFINED
BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY
TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, PURCHASER HEREBY
WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER'S BREACH, OR (B) SPECIFICALLY
ENFORCE SELLER'S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT
THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT
OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER
FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF
DISCOVERY OF SELLER'S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL
CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL
NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME
PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT,
PURCHASER'S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH
CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS
SECTION 9.1 WILL LIMIT PURCHASER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN
PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS.
In the event Purchaser terminates this Agreement as a result of Seller's
default, then Seller shall reimburse to Purchaser, within ten (10) Business Days
after Purchaser's written request therefor, Purchaser's actual, third party,
out-of-pocket costs and expenses incurred in connection with this Agreement and
the transaction contemplated by this Agreement (which were incurred prior to or
after the date of this Agreement), including, without limitation, the actual,
third party, out-of-pocket costs and