TERMINATE THIS AGREEMENT WHEREUPON THE
DEPOSIT (LESS THE INDEPENDENT CONSIDERATION) SHALL BE RETURNED TO BUYER AND, IF
THE DEFAULT BY SELLER WAS AN INTENTIONAL ACT OF SELLER, SELLER SHALL BE
OBLIGATED UPON DEMAND TO REIMBURSE BUYER UP TO TWO HUNDRED THOUSAND DOLLARS
($200,000.00) IN THE AGGREGATE FOR BUYER'S ACTUAL OUT-OF-POCKET INSPECTION,
FINANCING AND OTHER COSTS RELATED TO BUYER'S ENTERING INTO THIS AGREEMENT,
INSPECTING THE PROPERTY AND PREPARING FOR A CLOSING OF THE TRANSACTION
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, BUYER'S ATTORNEYS' FEES
INCURRED IN CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS
AGREEMENT AND IN CONNECTION WITH BUYER'S DUE DILIGENCE REVIEW, AUDITS AND
PREPARATION FOR A CLOSING, AND ALL OTHER RIGHTS AND OBLIGATIONS OF SELLER AND
BUYER HEREUNDER (EXCEPT THOSE SET FORTH HEREIN WHICH EXPRESSLY SURVIVE A
TERMINATION OF THIS AGREEMENT) SHALL TERMINATE IMMEDIATELY. HOWEVER, ANY ACTION
IN SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN 45 DAYS AFTER THE
CLOSING DATE.
10.2
IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL FAIL TO CLOSE BY
REASON OF DEFAULT BY BUYER (INCLUDING A BREACH BY BUYER OF A REPRESENTATION OR
WARRANTY), THEN THE DEPOSIT SHALL BE DELIVERED TO SELLER AS FULL COMPENSATION
AND LIQUIDATED DAMAGES UNDER AND IN CONNECTION WITH THIS AGREEMENT, AND IN SUCH
EVENT, BUYER SHALL NOT BE LIABLE TO SELLER FOR MONETARY DAMAGES EXCEPT FOR
FORFEITURE OF THE DEPOSIT (AND AS PROVIDED UNDER THOSE PROVISIONS OF THIS
AGREEMENT THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT). IN CONNECTION
WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT; FURTHER, THAT IT
WOULD BE EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE AND IMPRACTICABLE TO ASCERTAIN
WITH ANY ACCURACY THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY
BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER
SHOULD RECEIVE AS A RESULT OF BUYER'S BREACH OR DEFAULT, AND THAT THE LIQUIDATED
DAMAGE AMOUNT SET FORTH IN THIS SECTION REPRESENTS BOTH PARTIES' EFFORTS TO
APPROXIMATE SUCH POTENTIAL DAMAGES. IN THE EVENT THE SALE CONTEMPLATED HEREBY
SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER'S DEFAULT, THEN THE RETENTION OF
THE DEPOSIT SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY
REASON OF SUCH DEFAULT AND THE PARTIES SHALL TAKE SUCH ACTION AS MAY BE REQUIRED
TO CAUSE THE DEPOSIT TO BE DELIVERED TO SELLER. SELLER AGREES THAT IN THE EVENT
IT IS ENTITLED TO THE DEPOSIT, THE FORFEIT OF THE DEPOSIT AS LIQUIDATED DAMAGES
MEANS THAT BUYER'S AGGREGATE
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LIABILITY IN CONNECTION WITH BUYER'S BREACH IS THE AMOUNT OF THE DEPOSIT AND NOT
A GREATER SUM.
______________________
_______________________
SELLER INITIALS
BUYER INITIALS
10.3
IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL CLOSE, THE DEPOSIT
SHALL BE APPLIED AS A PARTIAL PAYMENT OF THE PURCHASE PRICE.
11.
Tax Reduction Proceedings. Seller (or Manager) may file and/or prosecute
an application for the reduction of the assessed valuation of the Property or
any