BUYER,
SELLER'S SOLE REMEDY (EXCEPT AS PROVIDED BELOW) SHALL BE TO TERMINATE THIS
AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND SELLER SHALL BE
RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. BUYER AND SELLER
AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE
DAMAGES WHICH SELLER MAY SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS
TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED. BUYER AND SELLER
THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT
SELLER WOULD SUFFER IN THE EVENT OF BUYER'S DEFAULT OR BREACH
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HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT WHICH SHALL BE THE FULL,
AGREED AND LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING
OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671,
1676 AND 1677. THE FOREGOING SHALL NOT LIMIT SELLER'S REMEDIES WITH RESPECT TO
BUYER'S OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ITS INDEMNIFICATION
OBLIGATIONS) UNDER PARAGRAPHS 14, 17 AND 21.15 OF THIS AGREEMENT AND THE
ATTORNEYS' FEES PROVISION SET FORTH IN PARAGRAPH 18 BELOW, AND ANY OBLIGATIONS
UNDER THIS AGREEMENT THAT EXPRESSLY SURVIVE THE CLOSE OF ESCROW OR ANY
EXPIRATION OR TERMINATION OF THIS AGREEMENT.
RJM
SELLER'S INITIALS
WAS
BUYER'S INITIALS
15.2 SELLER'S DEFAULT. IF SELLER FAILS TO COMPLETE THE PURCHASE
AS PROVIDED HEREIN, THEN BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE
REMEDY, WHETHER AT LAW OR IN EQUITY, TO TERMINATE THIS AGREEMENT AND RECOVER THE
DEPOSIT TO THE EXTENT MADE BY BUYER AS OF THE DATE OF THE SUBJECT TERMINATION OF
THIS AGREEMENT; PROVIDED HOWEVER THAT IN LIEU OF TERMINATING THIS AGREEMENT AND
RECOVERING ITS DEPOSIT, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE
OF THIS AGREEMENT WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF
WHATSOEVER, BUT ONLY IF: (A) BUYER DEPOSITS WITH ESCROW HOLDER, BY 12:00 P.M.
PACIFIC TIME ON THE SCHEDULED CLOSING DATE THE FOLLOWING: (1) THE CASH BALANCE
OF THE PURCHASE PRICE; (2) ALL CLOSING DOCUMENTS REQUIRED HEREUNDER FROM BUYER;
(3) AN UNCONDITIONAL RELEASE OF SELLER FROM ALL LIABILITIES AND OBLIGATIONS
ARISING UNDER THE TRANSACTION DOCUMENTS OTHER THAN THE OBLIGATION TO DELIVER THE
DOCUMENTS NECESSARY TO CAUSE THE CLOSE OF ESCROW TO OCCUR AS REQUIRED UNDER THIS
AGREEMENT AND ANY OTHER OBLIGATIONS OF SELLER UNDER THIS AGREEMENT THAT
EXPRESSLY SURVIVE THE CLOSE OF ESCROW; AND (4) AN UNCONDITIONAL, IRREVOCABLE
WRITTEN INSTRUCTION TO ESCROW HOLDER TO CLOSE THE TRANSACTION THAT IS THE
SUBJECT OF THIS AGREEMENT; (B) BUYER FILES SUCH SPECIFIC PERFORMANCE ACTION
WITHIN FIVE (5) BUSINESS DAYS OF THE DATE ON WHICH BUYER FIRST ALLEGES THAT
SELLER BREACHED THIS AGREEMENT; AND (C) BUYER THEREAFTER DILIGENTLY PROSECUTES
SUCH ACTION TO COMPLETION.
RJM
SELLER'S INITIALS
WAS
BUYER'S INITIALS
16. Notices. Any notice, demand, consent, approval, request, or other
communication or document to be provided hereunder to a party hereto shall be in
writing