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 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, PROVIDED, HOWEVER, THE FOREGOING SHALL NOT
AFFECT OBLIGATIONS OF THE PARTIES ARISING UNDER THE NEW LEASE.
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.
8.3
SURVIVAL.
THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE THE
CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.
9.
REMEDIES FOR DEFAULT AND DISPOSITION OF THE INITIAL DEPOSIT AND
THE ADDITIONAL 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 THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT
(IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER TOGETHER WITH THE
TERMINATION FEE (SUBJECT TO SATISFACTION OF THE CONDITIONS IN SECTION 4.2.2
RELATING TO DELIVERY OF COPIES OF REPORTS, 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, OR (B)
SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR
DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT ANY ACTION BY PURCHASER
FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN FORTY-FIVE (45) 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
16
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.
9.2
PURCHASER DEFAULTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH IN THIS AGREEMENT, IN THE EVENT THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT SHALL NOT CLOSE ON ACCOUNT OF PURCHASER'S DEFAULT, THEN THIS AGREEMENT
SHALL TERMINATE AND THE RETENTION OF THE DEPOSIT SHALL BE SELLER'S SOLE AND
EXCLUSIVE REMEDY UNDER THIS AGREEMENT, SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT; PROVIDED,
HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT SELLER'S RIGHTS
OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY PURCHASER TO SELLER UNDER THIS
AGREEMENT.
IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER
WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT
IT IS