WITH PURCHASER (EACH, A "PURCHASER RELATED
PARTY") HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED
TO OR IN CONNECTION WITH THE PROPERTY INCLUDING THE DOCUMENTS AND INFORMATION
REFERRED TO HEREIN, THE LEASES AND THE
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TENANTS THEREUNDER, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN
OR CONSTRUCTION OF ALL OR ANY PORTION OF THE PROPERTY AND ANY ENVIRONMENTAL
CONDITIONS, AND PURCHASER SHALL NOT LOOK TO SELLER OR ANY SELLER RELATED PARTIES
IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL
BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND
PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES
AND CAUSES OF ACTION. THE FOREGOING IS NOT INTENDED TO AND SHALL NOT BE
CONSTRUED AS AFFECTING OR IMPARING ANY RIGHTS THAT PURCHASER MAY HAVE AGAINST
SELLER UNDER AND SUBJECT TO THE TERMS OF THIS AGREEMENT WITH RESPECT TO (I) ANY
OF THE OBLIGATIONS OF SELLER UNDER A) THE DOCUMENTS DELIVERED AT CLOSING OR, B)
THIS AGREEMENT THAT EXPRESSLY SURVIVE THE CLOSING (BUT SUBJECT IN ALL EVENTS TO
ANY LIMITED SURVIVAL PERIODS AND LIABILITY CAPS APPLICABLE THERETO), OR (II) ANY
ACTS CONSITUTING FRAUD OR INTENTIONAL MISREPRESENTATION BY SELLER. THE
PROVISIONS OF THIS SECTION 8 SHALL SURIVE THE CLOSING OR EARLIER TERMINATION OF
THIS AGREEMENT, AS THE CASE MAY BE.
9.
Remedies For Default and Disposition of the Deposit.
9.1
SELLER DEFAULTS. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED
BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT, THEN PURCHASER SHALL HAVE,
AS ITS 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
SELLER SHALL REIMBURSE PURCHASER FOR ITS ACTUAL OUT OF POCKET THIRD PARTY COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN
(NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000)), AND NEITHER PARTY
HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH
RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE
TERMINATION OF THIS AGREEMENT), PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO
DAMAGES FOR SELLER'S BREACH OTHER THAN AS RELATED TO SUCH THIRD PARTY COSTS, OR
(B) IF SELLER SHALL WILLFULLY FAIL TO TRANSFER THE PROPERTY PURSUANT TO AND IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SPECIFICALLY ENFORCE SELLER'S
OBLIGATIONS HEREIN; PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC
PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS 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,
PROVIDED THAT NOTWITHSTANDING THE FOREGOING, IN THE EVENT
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SPECIFIC