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. THE FOREGOING SHALL NOT LIMIT SELLER'S
REMEDIES WITH RESPECT TO BUYER'S EXPRESS OBLIGATIONS (INCLUDING, WITHOUT
LIMITATION, ITS INDEMNIFICATION OBLIGATIONS) UNDER PARAGRAPHS 14 AND 17 OF THIS
AGREEMENT AND THE ATTORNEYS' FEES PROVISION SET FORTH IN PARAGRAPH 18 BELOW.
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20
15.2 SELLER'S DEFAULT. IF SELLER DEFAULTS UNDER THIS AGREEMENT AND FAILS TO
COMPLETE THE PURCHASE AS PROVIDED HEREIN, THEN BUYER SHALL BE ENTITLED, AS ITS
SOLE AND EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, EITHER (A) TO TERMINATE
THIS AGREEMENT AND RECOVER ITS DEPOSIT PLUS BUYER'S REASONABLE AND ACTUAL OUT OF
POCKET COSTS PAID BY BUYER TO THIRD PARTIES (UP TO A MAXIMUM OF $50,000.00) WITH
RESPECT TO ITS DUE DILIGENCE INVESTIGATIONS OF THE PROPERTY, OR (B) IN LIEU OF
TERMINATING THE AGREEMENT AND RECOVERING ITS DEPOSIT, BUYER SHALL BE ENTITLED TO
PURSUE SPECIFIC PERFORMANCE OF THE CONVEYANCE OF THE PROPERTY WITHOUT RIGHT TO
ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, BUT ONLY IF BUYER IS READY,
WILLING AND ABLE TO CLOSE ON OR BEFORE THE SCHEDULED CLOSING DATE, AND BUYER
FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN THIRTY (30) DAYS FOLLOWING THE
SCHEDULED CLOSING DATE. BUYER SHALL NOT BE ENTITLED TO RECORD A LIEN OR LIS
PENDENS AGAINST THE PROPERTY OTHER THAN IN CONNECTION AND CONCURRENTLY WITH THE
FILING OF SUCH SPECIFIC PERFORMANCE ACTION.
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16. Notices. Any notice, demand, consent, approval, request, or other
communication or document to be provided hereunder to a party hereto shall be in
writing and shall be given to such party at its address or telecopy number set
forth above or such other address or telecopy number as such party may hereafter
specify for that purpose by notice to the other party. Except with respect to
notices provided pursuant to Paragraph 14 above with respect to access to the
Property, each such notice, request, or communication shall, for all purposes,
be deemed given and received (a) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified above during normal business hours
(i.e. 8:00 a.m. to 5:00 p.m.) and confirmation of complete receipt is received
during normal business hours, (b) if hand delivered against receipted copy, when
the copy thereof is receipted, or (c) if given by a recognized overnight
delivery service, the day on which such notice, request, or other communication
is actually received. Except with respect to notices provided pursuant to
Paragraph 14 above with respect to access to the Property, copies of all notices
shall be sent by email to the parties' respective email addresses set forth
above (provided that such email notice shall not constitute a formal notice
under the terms of this Paragraph 16). Notices to Seller shall be directed to
Seller and Seller's Counsel and notices to Buyer