insurance proceeds paid or payable to Seller shall belong to Buyer and shall
be paid over and assigned to Buyer at Closing; provided, however, any rental
abatement or business interruption proceeds shall be prorated in accordance with
Section 7.1.2 above when such proceeds are paid. Seller shall have no obligation
to make any repairs to the Property in the event of a damage or destruction.
9. Liquidated Damages. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE
TRANSACTION HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY
BREACH OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE
BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET
DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS
AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS
SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), TO KEEP THE
DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). THE DEPOSIT SHALL BE THE
FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER,
ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES FOR BUYER'S BREACH OF ITS
OBLIGATION TO PROCEED WITH CLOSING ARE EXPRESSLY WAIVED BY SELLER. UPON A BREACH
BY BUYER, UNLESS OTHERWISE SPECIFIED, THIS AGREEMENT SHALL TERMINATE AND NEITHER
PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER,
EXCEPT FOR THE RIGHT OF SELLER TO THE DEPOSIT AS LIQUIDATED DAMAGES FROM BUYER.
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Buyer's Initials
Seller's Initials
10. Buyer's Remedies. IN THE EVENT THE CLOSING SHALL FAIL TO OCCUR BY REASON OF
A DEFAULT IN SELLER'S OBLIGATIONS HEREUNDER, BUYER SHALL BE ENTITLED, AS ITS
SOLE REMEDY FOR SUCH DEFAULT, (i) TO TERMINATE THIS AGREEMENT AND RECEIVE THE
RETURN OF THE DEPOSIT AND, IF SUCH DEFAULT WAS WITHIN THE CONTROL OF SELLER, TO
ITS ACTUAL OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH BUYER'S DUE
DILIGENCE ACTIVITIES DURING THE INSPECTION PERIOD TO A MAXIMUM OF $50,000, OR
(ii) TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT.
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Buyer's Initials Seller's Initials
11 Notices. All notices and other communications provided for herein shall be in
writing and shall be sent to the address set forth below (or such other address
as a party may hereafter designate for itself by notice to the other parties as
required hereby) of the party for whom such notice or communication is intended:
11.1
If to Seller:
SP Reverchon Properties, LP
c/o CB Richard Ellis Investors, L.L.C.
865 South Figueroa Street, Suite 3500
Los Angeles, CA 90017
Attention: Michael E. Burrichter
Fax No.: (213) 683-4336
Telephone No.: (213) 683-4200
with a copy to:
11.2
Allen, Matkins, Leck, Gamble & Mallory LLP
515 South Figueroa Street, 7th floor
Los Angeles, CA 90071
Attention: Kevin A. Corbett
Fax No.: (213)620-8816
Telephone No.: (213) 622-5555
If to Buyer:
Triple Net Properties, LLC
1551 North Tustin Avenue
Suite 650
Santa Ana, CA 92705
Attention: Theresa