DIRECTORS, EMPLOYEES, INVESTMENT ADVISORS OR AGENTS OF
ANY OF THEM FOR ANY CLAIMS UNDER OR RELATED TO THIS AGREEMENT OR THE PROPERTY.
/s/ CRO
/s/ PRR
Purchaser's Initials
Seller's Initials
Section 13.2 DEFAULT BY PURCHASER. IN THE EVENT THE CLOSING AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY
REASON OF A DEFAULT BY PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE
IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER
AND THAT THE EARNEST MONEY DEPOSIT, EXCLUSIVE OF ANY INTEREST ACCRUED THEREON,
IS A REASONABLE ESTIMATE OF SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN
THE EVENT THAT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREIN DO NOT OCCUR AS PROVIDED HEREIN SOLELY BY REASON OF ANY DEFAULT OF
PURCHASER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE
EARNEST MONEY DEPOSIT, EXCLUSIVE OF ANY INTEREST ACCRUED THEREON, WILL BE
SELLER'S FULL, AGREED AND LIQUIDATED DAMAGES AND WILL BE SELLER'S SOLE AND
EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) IN LIEU OF ANY OTHER DAMAGES,
SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY SELLER MIGHT OTHERWISE HAVE AGAINST
PURCHASER, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL
HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE
TERMINATION SURVIVING OBLIGATIONS. THIS SECTION SHALL NOT LIMIT SELLER'S RIGHT
TO RECOVER ITS ATTORNEYS' FEES ATTRIBUTABLE TO EFFORTS TO OBTAIN THE EARNEST
MONEY DEPOSIT OR TO ENFORCE PURCHASER'S INDEMNIFICATION OBLIGATIONS, NOR WAIVE
OR AFFECT SELLER'S RIGHTS AND PURCHASER'S INDEMNITY OBLIGATIONS UNDER OTHER
SECTIONS OF THIS AGREEMENT (WHICH ARE NOT LIMITED BY THIS SECTION 13.2). THE
PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.
NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN WILL LIMIT SELLER'S
REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY
PURCHASER OF ANY OF THE TERMINATION SURVIVING OBLIGATIONS. SELLER AND PURCHASER
ACKNOWLEDGE THAT THEY HAVE
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READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.2, AND BY THEIR INITIALS
IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.
/s/ CRO
/s/ PRR
Purchaser's Initials
Seller's Initials
Section 13.3 Consequential and Punitive Damages. Each of Seller and Purchaser
waive any right to sue the other for consequential, incidental or punitive
damages for matters arising under this Agreement. This Section 13.3 shall
survive Closing or termination of this Agreement.
ARTICLE XIV.
NOTICES
Section 14.1 Notices. All notices or other communications required or permitted
hereunder will be in writing, and will be given by (a) personal delivery,
(b) professional expedited delivery service with proof of delivery, (c) United
States mail, postage prepaid, registered or certified mail, return receipt
requested, (d) prepaid telegram or telex (providing that such telegram or telex
is confirmed by the sender by expedited delivery service or by mail in the
manner previously described), or (e) by facsimile transmission, sent to the
intended addressee at the address set forth below, or