indemnifying party.
ARTICLE X
DEFAULT AND REMEDIES
10.1
Purchaser Default. IF PURCHASER (A) DEFAULTS ON ITS OBLIGATIONS
HEREUNDER TO (X) DELIVER TO SELLER THE DOCUMENTS SPECIFIED UNDER SECTION 5.3, OR
(Y) DELIVER THE PURCHASE PRICE IN ACCORDANCE WITH ARTICLE II AND CONSUMMATE THE
TRANSACTIONS ON THE CLOSING DATE, (B) PRIOR TO CLOSING, DEFAULTS, IN ANY
MATERIAL RESPECT, WITH RESPECT TO ANY OF ITS COVENANTS UNDER THIS AGREEMENT, AND
SUCH DEFAULT CONTINUES FOR MORE THAN TEN (10) DAYS AFTER WRITTEN NOTICE FROM
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SELLER, OR (C) SUBJECT TO PURCHASER'S RIGHTS TO REMOVE A PROPERTY PURSUANT TO
SECTION 5.1.2, THE CONDITION TO CLOSING SET FORTH IN SECTION 8.2.5 IS NOT
SATISFIED ON THE CLOSING DATE OTHER THAN (1) BY REASON OF A MATERIAL BREACH BY
SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR (2) SOLELY AS A RESULT OF
SELLER EXPIRED LICENSE OR THE FAILURE OF SELLER TO DELIVER SUCH INFORMATION AS
REQUIRED IN ORDER TO PERMIT PURCHASER TO SUBMIT A COMPLETE LICENSE APPLICATION
AND NOTICE (EACH OF CLAUSE (A), (B) OR (C), A "PURCHASER DEFAULT"), THEN SELLER
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY WITH RESPECT TO ANY
PROPERTY THAT HAS NOT BEEN CONVEYED AT A CLOSING PRIOR TO SUCH TERMINATION, IN
WHICH CASE, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, PURCHASER SHALL BE DEEMED TO
FORFEIT THE DEPOSIT TO SELLER AND THE ESCROW AGENT SHALL DELIVER THE DEPOSIT TO
SELLER AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) FOR SUCH PURCHASER DEFAULT,
IT BEING AGREED THAT THE DAMAGES BY REASON OF PURCHASER'S DEFAULT ARE DIFFICULT,
IF NOT IMPOSSIBLE, TO ASCERTAIN, AND THAT THE FOREGOING PAYMENT REPRESENTS A
FAIR AND ADEQUATE MEASURE OF DAMAGES, AND THEREAFTER PURCHASER AND SELLER SHALL
HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE THAT
ARE EXPRESSLY PROVIDED IN THIS AGREEMENT TO SURVIVE THE TERMINATION HEREOF.
NOTWITHSTANDING THE FOREGOING, NONE OF THE ABOVE LIQUIDATED DAMAGES SHALL BE
DEEMED TO REDUCE, WAIVE OR LIMIT IN ANY RESPECT THE ADDITIONAL OBLIGATIONS OF
PURCHASER TO INDEMNIFY SELLER IF AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS
AGREEMENT. SELLER AND PURCHASER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND
DOES LIMIT THE AMOUNT OF DAMAGES DUE SELLER AND THE REMEDIES AVAILABLE TO
SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW
AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS COVENANTS
OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS. UNDER NO CIRCUMSTANCES SHALL
SELLER SEEK OR BE ENTITLED TO RECOVER DAMAGES (INCLUDING ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES), ALL OF WHICH SELLER
SPECIFICALLY WAIVES, FROM PURCHASER FOR ANY BREACH BY PURCHASER OF ITS
COVENANTS, PURCHASER'S REPRESENTATIONS OR ITS OTHER OBLIGATIONS UNDER THIS
AGREEMENT. IF THE CONDITION TO CLOSING SET FORTH IN SECTION 8.2.5 IS NOT
SATISFIED WITH RESPECT TO AN INDIVIDUAL PROPERTY AS A RESULT OF BOTH A SELLER
FAILED LICENSE ACTION AND ACTS OR OMISSIONS OF PURCHASER THAT ARE NOT COVERED BY
CLAUSE (A) OR (B) OF THE FIRST SENTENCE OF THIS SECTION 10.1,