adjustment of the insurance claim.
XV
RIGHTS AND REMEDIES
15.
Legal and Equitable Enforcement of this Agreement.
15.1 Default by Seller. If the Close of Escrow and the consummation of
the transactions herein contemplated do not occur by reason of any default by
Seller, Buyer shall be entitled to terminate this Agreement and the return of
the Deposit (including all interest accrued thereon) and to pursue any other
remedy available to it at law or in equity, including the specific performance
of this Agreement, provided, however, as a condition precedent to Buyer's right
under this Section 14.1 to obtain specific performance by Seller and to commence
an action therefor and to record a notice of lis pendens or other notice or
filing in the county records, Buyer shall have performed, or be in a position,
ready, willing and able, to the extent required by law, to fully perform, all of
its obligations under this Agreement, including, without limitation, delivery to
Escrow Holder of the balance of the Purchase Price (as adjusted) pursuant to
Section 8 hereof. In no event may Buyer seek, and Buyer hereby waives and
releases Seller from any claim for, any consequential damages if either the
transfer of the Property does not occur or if the transfer of the Property does
occur pursuant to an action for specific performance.
15.2 DEFAULT BY BUYER. IF THE CLOSING AND THE CONSUMMATION OF THE
TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS
HEREIN PROVIDED BY REASON OF A MATERIAL UNCURED DEFAULT 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 HEREBY AGREE
THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER
IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE
PROPERTY IS AND SHALL BE, AS SELLER'S EXCLUSIVE REMEDY (WHETHER AT LAW OR IN
EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT AND ALL INTEREST THEREON. SUBJECT TO THE
FINAL TWO SENTENCES OF THIS SECTION 15.2, SAID AMOUNT SHALL BE THE FULL, AGREED
AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER
CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE
PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT
IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA
CIVIL CODE SECTIONS 1671, 1676 AND 1677. BUYER AND
ELECTRONIC ARTS INC.
-25- [Purchase Agreement]
SELLER HEREBY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON
DEFAULT BY BUYER, 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 COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND/OR ESCROW
HOLDER. FURTHERMORE, THE OPTION AGREEMENT SHALL IMMEDIATELY TERMINATE AND BE OF
NO FURTHER FORCE OR EFFECT EXCEPT WITH