SHALL HAVE ANY RIGHTS
OR OBLIGATIONS AGAINST OR TO THE OTHER EXCEPT (I) THE ESCROW AGENT SHALL
DISBURSE THE EARNEST MONEY TO THE BUYER AND (II) FOR THOSE PROVISIONS OF THIS
AGREEMENT WHICH BY THEIR TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS
AGREEMENT.
c.IN THE EVENT THE SELLERS TERMINATE THIS AGREEMENT PURSUANT TO CLAUSE (II) OF
SUBSECTION 13.1(A) AS A RESULT OF THE BREACH BY THE BUYER OF ANY OBLIGATIONS SET
FORTH IN SUBSECTION 13.1(A)(II), THE ESCROW AGENT SHALL DISBURSE THE EARNEST
MONEY TO THE SELLERS, AND UPON SUCH DISBURSEMENT THE SELLERS AND THE BUYER SHALL
HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THOSE WHICH EXPRESSLY
SURVIVE SUCH TERMINATION. THE BUYER AND THE SELLERS HEREBY ACKNOWLEDGE AND AGREE
THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE
ACTUAL DAMAGE SUSTAINED BY THE SELLERS AS A RESULT OF SUCH DEFAULT BY THE BUYER,
AND AGREE THAT THE EARNEST MONEY IS A REASONABLE APPROXIMATION THEREOF.
ACCORDINGLY, IN THE EVENT THAT THE BUYER BREACHES THIS AGREEMENT BY DEFAULTING
ON THE OBLIGATIONS SPECIFIED IN SUBSECTION 13.1(A)(II) ABOVE, THE EARNEST MONEY
THEN HELD BY ESCROW AGENT SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND
LIQUIDATED DAMAGES OF THE SELLERS, AND SHALL BE PAID BY THE ESCROW AGENT TO THE
SELLERS AS THE SELLERS' SOLE AND EXCLUSIVE REMEDY HEREUNDER; PROVIDED, HOWEVER,
THE FOREGOING SHALL NOT LIMIT THE BUYER'S OBLIGATION TO PAY TO THE SELLERS ALL
ATTORNEYS' FEES AND COSTS OF THE SELLERS TO ENFORCE THE PROVISIONS OF THIS
SECTION 13.1 OR LIMIT THE BUYER'S INDEMNIFICATION OBLIGATIONS OWED TO THE
SELLERS PURSUANT TO THIS AGREEMENT WHICH SURVIVE A TERMINATION OF THIS
AGREEMENT. THE PAYMENT OF THE EARNEST MONEY AS LIQUIDATED DAMAGES IS NOT
INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL
CODE SECTIONS 3275 OR 3369, OR ANY SIMILAR PROVISION, BUT IS INTENDED TO
CONSTITUTE LIQUIDATED DAMAGES TO THE SELLERS PURSUANT TO CALIFORNIA CIVIL CODE
SECTIONS 1671, 1676 AND 1677.
SELLERS' INITIALS:
BUYER'S INITIALS:
___/s/ G.A.___________
___/s/ W.J. T._______
Section 13.2SELLERS' DEFAULT
a.THIS AGREEMENT MAY BE TERMINATED BY THE BUYER (I) ON THE CLOSING DATE IF ANY
OF THE CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATIONS SET FORTH IN SECTION 5.2
HAVE NOT BEEN SATISFIED AS OF THE CLOSING DATE OR WAIVED BY THE BUYER ON OR
PRIOR TO THE CLOSING DATE OR (II) PRIOR TO OR ON THE CLOSING DATE, IF THERE IS A
MATERIAL BREACH OR DEFAULT BY THE SELLERS IN THE PERFORMANCE OF ANY OF THE
FOLLOWING OBLIGATIONS UNDER THIS AGREEMENT: (X) THE OBLIGATION UNDER THIS
AGREEMENT TO CAUSE THE SALE OF THE ASSETS ON THE CLOSING DATE, (Y) THE
OBLIGATIONS SET FORTH IN SUBSECTIONS 3.4(A), 3.4(C) (WITH RESPECT TO ASSUMED
MATERIAL CONTRACTS,
MANAGEMENT AGREEMENTS AND FRANCHISE AGREEMENTS ONLY), 3.4(D), 3.4(E), 3.4(I),
3.4(K) AND (Z) THE OBLIGATIONS SET FORTH IN SECTION 6.2 HEREOF.
b.IN THE EVENT THIS AGREEMENT IS TERMINATED BY THE BUYER PURSUANT TO CLAUSE (I)
OF SUBSECTION 13.2(A), THIS AGREEMENT SHALL BE NULL AND VOID AND OF NO FURTHER
FORCE