OR SELLER SHALL HAVE CAUSED ANY
REPRESENTATION OR WARRANTY TO BECOME UNTRUE BETWEEN THE DATE OF THIS AGREEMENT
AND THE CLOSING, THEN BUYER SHALL HAVE THE RIGHT TO EITHER (I) SEEK ACTUAL,
MONETARY DAMAGES FOR SELLER'S BREACH UP TO A MAXIMUM AMOUNT OF $100,000 OR (II)
TAKE ANY AND ALL LEGAL ACTIONS NECESSARY TO COMPEL SELLER'S SPECIFIC PERFORMANCE
HEREUNDER (IT BEING ACKNOWLEDGED THAT DAMAGES AT LAW WOULD BE AN INADEQUATE
REMEDY), AND TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, PROVIDED THAT ANY ACTION TO
COMPEL SELLER'S SPECIFIC PERFORMANCE MUST BE PROPERLY COMMENCED BY BUYER NO
LATER THAN THIRTY (30) DAYS FOLLOWING SELLER'S BREACH.
IF BUYER PROCEEDS WITH
THE CLOSING WITH KNOWLEDGE OF ANY EVENT DESCRIBED IN THE FOREGOING SENTENCE,
BUYER SHALL BE DEEMED TO HAVE WAIVED SUCH EVENT AND SHALL HAVE NO RIGHTS OR
REMEDIES AGAINST SELLER WITH RESPECT TO SUCH EVENT FOLLOWING THE CLOSING.
IN NO
EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES
BASED UPON ANY BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, BREACHES
OF REPRESENTATION OR WARRANTY.
BUYER FURTHER AGREES THAT RECOURSE FOR ANY
LIABILITY OF SELLER UNDER THIS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT DELIVERED
SIMULTANEOUSLY OR IN CONNECTION WITH OR PURSUANT TO THIS AGREEMENT SHALL BE
LIMITED, IN ADDITION TO ANY OTHER LIMITATIONS SET FORTH IN THIS AGREEMENT, (I)
SOLELY TO THE ASSETS OF SELLER, INCLUDING THE PROPERTY, IF CLOSING HAS NOT
OCCURRED, AND (II) FOLLOWING THE CLOSING, TO THE EXTENT OF THE PURCHASE PRICE
ALLOCATED AND DISTRIBUTED TO SELLER (AS EACH MAY BE FURTHER LIMITED BY THIS
AGREEMENT).
SUBJECT TO APPLICABLE PRINCIPLES OF FRAUDULENT CONVEYANCE AND
SUBJECT TO BUYER'S ABILITY TO PURSUE AND RECOVER CLAIMS PURSUANT TO SECTION 4.1,
IN NO EVENT SHALL BUYER SEEK SATISFACTION FOR ANY OBLIGATION FROM ANY PARTNERS,
MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LEGAL
REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY SELLER, NOR SHALL ANY OF THE
FOREGOING HAVE ANY PERSONAL LIABILITY FOR ANY SUCH OBLIGATIONS OF ANY SELLER.
SELLER ACKNOWLEDGES THAT SELLER'S OBLIGATIONS WITH RESPECT TO THE
REPRESENTATIONS OR WARRANTIES UNDER SECTION 4.1 OF THIS AGREEMENT, WHICH
EXPRESSLY SURVIVE THE CLOSING, SHALL BE CONSIDERED A "LIABILITY" FOR PURPOSES OF
ANY DISTRIBUTION LIMITATION IMPOSED UNDER THE ORGANIZATIONAL LAWS APPLICABLE TO
SELLER , ITS MEMBERS AND/OR ITS RESPECTIVE PARTNERS, MEMBERS AND SHAREHOLDERS
AND SUCH ACKNOWLEDGEMENT SHALL SURVIVE THE CLOSING AND THE RECORDATION OF THE
GRANT DEED AS PROVIDED HEREIN, AND SHALL NOT BE DEEMED MERGED INTO THE GRANT
DEED OR OTHER DOCUMENTS AND INSTRUMENTS DELIVERED AT THE CLOSING.
IF ALL OF THE
CONDITIONS LISTED IN SECTION 7.2 HAVE NOT BEEN SATISFIED OR WAIVED, BUYER MAY
ELECT TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT, TOGETHER WITH ANY
INTEREST THEREON PURSUANT TO THIS AGREEMENT, AND THIS AGREEMENT SHALL BE NULL
AND VOID WITHOUT FURTHER RECOURSE TO EITHER PARTY HERETO.
BUYER SPECIFICALLY
WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS
AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF