SELLER, THIS AGREEMENT SHALL TERMINATE, AND
THE DEPOSIT SHALL BE RETURNED TO BUYER, AND EXCEPT AS EXPRESSLY SET FORTH
HEREIN, NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE
OTHER HEREUNDER. BUYER SHALL EXERCISE SUCH TERMINATION RIGHT, IF AT ALL, WITHIN
FIFTEEN (15) DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM SELLER ADVISING BUYER OF
SUCH DAMAGE OR TAKING.
9.2
ALLOCATION OF COMPENSATION. IF THERE IS ANY
DAMAGE OR DESTRUCTION OR CONDEMNATION OR TAKING, AS ABOVE SET FORTH, AND IF
(A) THE RESULTING REDUCTION IN THE VALUE OF THE PROPERTY IS LESS THAN TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000) AND IS COVERED BY INSURANCE (EXCEPT
FOR SELLER'S DEDUCTIBLE APPLICABLE TO SUCH DAMAGE), OR (B) BUYER ELECTS NOT TO
TERMINATE THIS AGREEMENT AS PROVIDED ABOVE, THEN BUYER SHALL PAY THE PURCHASE
PRICE IN FULL AT THE CLOSING AND THE PROPERTY SHALL BELONG TO BUYER, PROVIDED
THAT (I) IN THE CASE OF A TAKING, ALL CONDEMNATION PROCEEDS PAID OR PAYABLE TO
SELLER SHALL BE PAID OR ASSIGNED TO BUYER AT THE CLOSING; OR (II) IN THE CASE OF
A CASUALTY, SELLER SHALL ASSIGN TO BUYER ALL RIGHTS TO ANY INSURANCE PROCEEDS
PAID OR PAYABLE UNDER THE APPLICABLE INSURANCE POLICIES AND SELLER SHALL CREDIT
AGAINST THE PURCHASE PRICE THE AMOUNT OF THE SELLER'S DEDUCTIBLE APPLICABLE TO
SUCH DAMAGE OR DESTRUCTION. IN NO EVENT SHALL SELLER HAVE ANY OBLIGATION TO
RESTORE ANY DAMAGE TO THE PROPERTY CAUSED BY OR ARISING FROM A CONDEMNATION OR
CASUALTY EVENT, NOR SHALL BUYER HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS A
RESULT THEREOF OTHER THAN AS PROVIDED IN SECTION 9.1 ABOVE.
10.
REMEDIES FOR BUYER'S DEFAULT AND SELLER'S
DEFAULT.
10.1
BUYER'S DEFAULT. FOLLOWING EXPIRATION OF THE DUE
DILIGENCE PERIOD, IN THE EVENT BUYER BREACHES OR FAILS TO PERFORM ITS OBLIGATION
TO PURCHASE THE PROPERTY PURSUANT TO THIS AGREEMENT, THEN SELLER SHALL, AS ITS
SOLE REMEDY THEREFOR, BE ENTITLED TO RECEIVE THE DEPOSIT MADE PURSUANT TO
SECTION 2 HEREOF, INCLUDING ALL INTEREST EARNED AND ACCRUED THEREON, AS
LIQUIDATED DAMAGES (AND NOT AS A PENALTY) IN LIEU OF, AND AS FULL COMPENSATION
FOR, ALL OTHER RELIEF, RIGHTS OR CLAIMS OF SELLER AGAINST BUYER, AT LAW OR IN
EQUITY, BY REASON OF SUCH DEFAULT. THEREUPON THIS AGREEMENT SHALL TERMINATE AND
THE PARTIES SHALL BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES
HEREUNDER, EXCEPT FOR THOSE OBLIGATIONS
13
WHICH EXPRESSLY SURVIVE CLOSING OR TERMINATION OF THIS AGREEMENT. SELLER HEREBY
WAIVES ITS RIGHT TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT IN THE EVENT OF
BUYER'S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY. BUYER AND SELLER
ACKNOWLEDGE THAT THE DAMAGES TO SELLER RESULTING FROM BUYER'S BREACH WOULD BE
DIFFICULT, IF NOT IMPOSSIBLE TO ASCERTAIN WITH ANY ACCURACY, AND THAT THE
LIQUIDATED DAMAGE AMOUNT SET FORTH IN THIS SECTION REPRESENTS BOTH PARTIES'
EFFORTS TO APPROXIMATE SUCH POTENTIAL DAMAGES. NOTWITHSTANDING THE FOREGOING, OR
ANY OTHER PROVISION TO THE CONTRARY, THIS SECTION 10.1 SHALL IN NO WAY LIMIT OR
RESTRICT SELLER'S RECOVERY UNDER SECTION 5.2 ABOVE AND/OR SECTION 14.10 BELOW.
/s/ WC
Seller's