OF BUYER'S DOCUMENTS.
IF ESCROW OR THIS AGREEMENT IS
TERMINATED FOR ANY REASON, ESCROW AGENT SHALL DELIVER ALL DOCUMENTS AND
MATERIALS DEPOSITED BY BUYER AND THEN IN ESCROW AGENT'S POSSESSION TO BUYER.
UPON DELIVERY BY ESCROW AGENT
15
TO BUYER OF SUCH DOCUMENTS AND MATERIALS, ESCROW AGENT'S OBLIGATIONS WITH REGARD
TO SUCH DOCUMENTS AND MATERIALS UNDER THIS AGREEMENT SHALL BE DEEMED FULFILLED
AND ESCROW AGENT SHALL HAVE NO FURTHER LIABILITY WITH REGARD TO SUCH DOCUMENTS
AND MATERIALS TO EITHER SELLER OR BUYER.
9.3
DEPOSIT.
IF ESCROW OR THIS AGREEMENT IS TERMINATED (I) PURSUANT
TO SECTION 5.3, SECTION 10.2 OR ARTICLE XII OR (II) DUE TO THE FAILURE OF A
CONDITION SET FORTH IN SECTION 3.1, THEN BUYER SHALL BE ENTITLED TO OBTAIN THE
RETURN OF THE DEPOSIT.
IF THE CLOSING OF TITLE DOES NOT TAKE PLACE AND ESCROW
OR THIS AGREEMENT IS TERMINATED FOR ANY OTHER REASON, SELLER SHALL BE ENTITLED
TO THE DEPOSIT BY RETAINING OR CAUSING ESCROW AGENT TO DELIVER THE DEPOSIT TO
SELLER.
9.4
DISBURSEMENT OF DEPOSIT.
IF ESCROW AGENT RECEIVES A NOTICE FROM
EITHER PARTY INSTRUCTING ESCROW AGENT TO DELIVER THE DEPOSIT TO SUCH PARTY,
ESCROW AGENT SHALL DELIVER A COPY OF THE NOTICE TO THE OTHER PARTY WITHIN THREE
DAYS AFTER RECEIPT OF THE NOTICE.
IF THE OTHER PARTY DOES NOT OBJECT TO THE
DELIVERY OF THE DEPOSIT AS SET FORTH IN THE NOTICE WITHIN THREE BUSINESS DAYS
AFTER RECEIPT OF THE COPY OF THE NOTICE, ESCROW AGENT SHALL, AND IS HEREBY
AUTHORIZED TO, DELIVER THE DEPOSIT TO THE PARTY REQUESTING IT PURSUANT TO THE
NOTICE.
ANY OBJECTION HEREUNDER SHALL BE BY NOTICE SETTING FORTH THE NATURE AND
GROUNDS FOR THE OBJECTION AND SHALL BE SENT TO ESCROW AGENT AND TO THE PARTY
REQUESTING THE DEPOSIT.
9.5
NO EFFECT ON RIGHTS OF PARTIES; SURVIVAL.
THE RETURN OF DOCUMENTS
AND MONIES AS SET FORTH ABOVE SHALL NOT AFFECT THE RIGHT OF EITHER PARTY TO SEEK
SUCH LEGAL OR EQUITABLE REMEDIES AS SUCH PARTY MAY HAVE UNDER ARTICLE X WITH
RESPECT TO THE ENFORCEMENT OF THIS AGREEMENT.
THE OBLIGATIONS UNDER THIS
ARTICLE IX SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
ARTICLE X
DEFAULT
10.1
SELLER'S REMEDIES.
IF THE SALE IS NOT COMPLETED AS HEREIN PROVIDED
SOLELY BY REASON OF ANY MATERIAL DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM
ANY FURTHER OBLIGATIONS HEREUNDER.
INSOFAR AS IT WOULD BE EXTREMELY
IMPRACTICABLE AND DIFFICULT TO ESTIMATE THE DAMAGE AND HARM WHICH SELLER WOULD
SUFFER DUE TO SUCH FAILURE, AND INSOFAR AS A REASONABLE ESTIMATE OF THE TOTAL
NET DETRIMENT THAT SELLER WOULD SUFFER FROM SUCH FAILURE IS THE AMOUNT OF THE
DEPOSIT, SELLER SHALL RETAIN OR CAUSE ESCROW AGENT TO DELIVER THE DEPOSIT TO
SELLER, WHICH AMOUNT IS NOT INTENDED TO BE AND IS NOT A PENALTY, AND WHICH SHALL
BE SELLER'S SOLE REMEDY FOR DAMAGES ARISING FROM BUYER'S FAILURE TO COMPLETE THE
ACQUISITION.
IF SELLER IS RELEASED PURSUANT TO THIS SECTION, BUYER SHALL
DELIVER AN INSTRUMENT CONFIRMING SUCH RELEASE PROMPTLY UPON DEMAND OF SELLER.
10.2
BUYER'S REMEDIES.
IF