PREPARATION AND
NEGOTIATION OF THIS AGREEMENT, BUT SHALL EXCLUDE ANY CONSEQUENTIAL OR INDIRECT
DAMAGES EXCEPT IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT. THE FOREGOING
NOTWITHSTANDING, SELLER'S LIABILITY FOR BUYER'S DAMAGES SHALL NOT EXCEED
$250,000. THE FOREGOING NOTWITHSTANDING, NO RIGHT TO CURE SHALL EXTEND THE CLOSE
OF ESCROW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY
EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO BE EXECUTED IN
CONNECTION HEREWITH (COLLECTIVELY, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND
ALL SUCH DOCUMENTS, THE "PURCHASE DOCUMENTS"), IT IS EXPRESSLY UNDERSTOOD AND
AGREED BY AND BETWEEN THE PARTIES HERETO THAT AFTER THE CLOSE OF ESCROW, BUYER
SHALL HAVE ANY AND ALL RIGHTS AND REMEDIES SET FORTH IN THIS AGREEMENT AND/OR
AVAILABLE AT LAW OR EQUITY AGAINST SELLER WITH RESPECT TO ANY ALLEGED BREACH BY
OR ON THE PART OF SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, UNDERTAKING,
INDEMNITY OR AGREEMENT CONTAINED IN ANY OF THE PURCHASE DOCUMENTS (COLLECTIVELY,
"SELLER'S UNDERTAKINGS") SUBJECT TO THE FOLLOWING LIMITATIONS: (A) THE RECOURSE
OF BUYER SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED ONE MILLION DOLLARS
($1,000,000) IN THE AGGREGATE; PROVIDED, HOWEVER, BUYER SHALL HAVE NO RIGHT TO
FILE SUIT FOR RECOURSE UNDER SELLER'S UNDERTAKINGS UNLESS AND UNTIL THE
AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS, IN THE AGGREGATE, TEN THOUSAND
DOLLARS ($10,000); AND (B) BUYER MUST PROVIDE WRITTEN NOTICE TO SELLER THAT
BUYER IS SEEKING RECOURSE UNDER SELLER'S UNDERTAKINGS ON OR BEFORE THE DATE THAT
IS ONE (1) YEAR FOLLOWING THE CLOSING DATE.
13.2.
Defaults by Buyer. IN THE EVENT THE SALE OF THE PROPERTY IS NOT
CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF
BUYER FOLLOWING NOTICE TO BUYER AND TEN (10) DAYS, DURING WHICH PERIOD BUYER MAY
CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT TERMINATED, IN WHICH CASE,
THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE
PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE
PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE
EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR
INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON,
AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND
AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE
EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT
UNDER THIS AGREEMENT ON THE PART OF BUYER AND EACH PARTY SHALL THEREUPON BE
RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE
TERMINATION. THE FOREGOING NOTWITHSTANDING, NO RIGHT TO CURE SHALL EXTEND THE
CLOSE OF ESCROW.
INITIALS: Seller /s/ JGA Buyer /s/ ARB
14. Assignment.
Seller shall not assign any of its right, title or interest in or to this
Agreement. Buyer may assign any or all of its rights and obligations under this
Agreement to any one or more persons or entities upon notice to Seller; provided
however, that absent the