ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR
EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY SELLER AS
A RESULT OF SUCH DEFAULT BY BUYER, AND AGREE THAT THE DEPOSIT IS A REASONABLE
APPROXIMATION THEREOF. ACCORDINGLY, SUBJECT TO SECTION 14.24 HEREIN, IN THE
EVENT THAT BUYER BREACHES THIS AGREEMENT BY DEFAULTING IN THE COMPLETION OF THE
PURCHASE OF THE ASSETS, THE DEPOSIT SHALL CONSTITUTE AND BE DEEMED TO BE THE
AGREED AND LIQUIDATED DAMAGES OF SELLER, AND SHALL BE PAID BY ESCROW AGENT TO
SELLER AS SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER; PROVIDED, HOWEVER, THE
FOREGOING SHALL NOT LIMIT BUYER'S INDEMNITY OBLIGATIONS OWED TO SELLER PURSUANT
TO THIS AGREEMENT WHICH SURVIVE A TERMINATION
OF THIS AGREEMENT.
THE
PAYMENT
OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED TO BE A FORFEITURE
OR PENALTY, BUT rs INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. FOR THE
AVOIDANCE OF DOUBT, THESE REMEDIES FOR BUYER DEFUALT ARE ONLY AVAILABLE IF BUYER
REFUSES TO CURE OR REFUSES TO BEGIN A PROCESS TO CURE IF A DEFAULT OR BREACH
CANNOT BE CURED WITHIN FIVE (5) BUSINESS DAYS UNDER 12.l(a).
SELLER'S INITIALS:
Picture 212 [lfr20191231ex10571d59b008.jpg]
SECTION 12.2.Buyer
's Terminatio
n.
(a)TERMINATION BY BUYER. THIS AGREEMENT MAY BE TERMINATED BY BUYER PRIOR TO THE
CLOSING IF ANY OF THE CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS SET FORTI-I IN
SECTION 5.2 HAVE NOT BEEN SATISFIED OR WAIVED BY BUYER ON OR PRIOR TO THE
CLOSING DATE for any reason other than Buyer's breach or Default under this
Agreement, In which case, Escrow Agent shall
disburse the Deposit to Buyer, as Buyer's SOLE AND EXCLUSIVE REMEDY, AND UPON
SUCH DISBURSEMENT, this Agreement shall be of no further force or effect, EXCEPT
for THOSE provisions WHICH EXPRESSLY SURVIVE SUCH TERMINATION. BUYER'S
TERMINATION RIGHTS UNDER 12.2(a) MAY ONLY BE EXERCISED AFTER A NOTICE WITH FIVE
(5) BUSINESS DAYS CHANCE TO CURE.
(b)REMEDIES FOR SELLER DEFAULT. IF SELLER SHALL MATERIALLY DEFAULT IN THE
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO CAUSE THE SALE OF THE
ASSETS ON THE CLOSING DATE, BUYER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY EITHER
(I) TERMINATE THIS AGREEMENT and DIRECT ESCROW AGENT TO DELIVER THE DEPOSIT TO
BUYER AND RETAIN THE DEPOSIT, AT WHICH TIME THIS AGREEMENT SHALL BE TERMINATED
AND OF NO FURTHER FORCE AND EFFECT EXCEPT FOR THE PROVISIONS WHICH EXPLICITLY
SURVIVE SUCH TERMINATION, OR (II) if(A) Seller's default constitutes a willful
and intentional refusal or failure to convey the Assets as provided in this
Agreement for any reason other than a provision of this Agreement that (1)
permits Seller to terminate this Agreement, (2) relieves Seller of the
obligation to convey the Assets or (3) conditions Seller's obligation to convey
the Assets and such condition
has not been satisfied, and (B) Buyer has (I)
waived all conditions to Closing for the benefit of Buyer under this
Agreement, (2)has delivered to Escrow Agent and Title Company the documents,
instruments and other items required to be delivered by Buyer at the Closing,
including