EXCEPT FOR
THE "SURVIVING RIGHTS" (AS HEREINAFTER DEFINED) SHALL BE SELLERS' SOLE AND
EXCLUSIVE REMEDY, EITHER AT LAW OR IN EQUITY, AND THEREAFTER, 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 AND THE
SURVIVING RIGHTS.
SELLERS AND BUYER ACKNOWLEDGE AND AGREE THAT SELLERS' SOLE
AND EXCLUSIVE REMEDY IN CONNECTION WITH A BUYER DEFAULT HEREUNDER SHALL BE
PURSUANT TO THIS SECTION 8.1(a).
(b)
REMEDIES FOR SELLERS' BREACH.
IN THE EVENT THE SALE IS NOT CONSUMMATED
BECAUSE OF DEFAULT UNDER OR BREACH OF THIS AGREEMENT ON THE PART OF SELLERS,
THEN, BUYER SHALL HAVE THE OPTION, AS ITS SOLE AND EXCLUSIVE REMEDY AT LAW OR IN
EQUITY, TO EITHER (I) TERMINATE THIS AGREEMENT PURSUANT TO SECTION 8.2 BELOW BY
DELIVERY OF WRITTEN NOTICE OF TERMINATION TO SELLER, WHEREUPON BUYER AND SELLERS
SHALL EACH BE RELEASED FROM ALL LIABILITY HEREUNDER (EXCEPT FOR THOSE PROVISIONS
WHICH RECITE THAT THEY SURVIVE TERMINATION); OR (II) PURSUE AGAINST SELLERS AN
ACTION TO COMPEL SELLERS' SPECIFIC PERFORMANCE OF THIS AGREEMENT, PROVIDED THAT
BUYER COMMENCES SUCH ACTION WITHIN SIXTY (30) DAYS OF THE TARGET DATE.
THE
FOREGOING OPTIONS ARE MUTUALLY EXCLUSIVE AND ARE THE EXCLUSIVE RIGHTS AND
REMEDIES AVAILABLE TO BUYER AT LAW OR IN EQUITY IN THE EVENT THE SALE OF THE
CONVEYED INTEREST IS NOT CONSUMMATED BECAUSE OF SELLERS DEFAULT UNDER OR BREACH
OF THIS AGREEMENT.
BUYER HEREBY WAIVES ANY AND ALL RIGHTS IT MAY NOW OR
HEREAFTER HAVE TO PURSUE ANY OTHER REMEDY OR RECOVER ANY OTHER DAMAGES ON
ACCOUNT OF ANY SUCH BREACH OR DEFAULT BY SELLERS, INCLUDING, WITHOUT LIMITATION,
LOSS OF BARGAIN, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES.
Exhibit 10.1 -- Page 28
(c) Notwithstanding subsections (a) and (b) of this Section, in no event shall
the provisions of this Section 8.1 limit the damages recoverable by either Party
against the other Party due to any indemnity obligation expressly set forth in
Article VI of this Agreement.
SECTION 8.2
Method of Termination.
This Agreement may be terminated only in accordance with this Section 8.2:
(a) This Agreement may be terminated by Sellers if:
(i) Buyer (i) fails to close under this Agreement by June 30, 2016 (or any
extension thereof as set forth herein) and all of the conditions set forth in
Section 7.4 have been satisfied by Sellers as of such date,
or (ii) Buyer shall
have breached in any material respect any of its representations, warranties,
covenants or other agreements contained in this Agreement and Buyer has not
cured any such breach within ten (10) days after receipt of notice thereof by
Sellers.
(b) This Agreement may be terminated by Buyer if:
(i) (i) Sellers fails to close under this Agreement by the Outside Date (or any
extension thereof as set forth herein) and all of the conditions set forth in
Section 7.5 have been satisfied by Buyer as of such date, (ii) Sellers shall
have breached in any material respect any of