OR EFFECT AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS AGAINST
OR TO THE OTHER EXCEPT (I) FOR THOSE PROVISIONS OF THIS AGREEMENT WHICH BY THEIR
TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT AND (II) THE ESCROW
AGENT SHALL DISBURSE THE EARNEST MONEY TO THE BUYER AS THE BUYER'S SOLE AND
EXCLUSIVE REMEDY.
c.IN THE EVENT THE BUYER TERMINATES THIS AGREEMENT PURSUANT TO CLAUSE (II) OF
SUBSECTION 13.2(A) AS THE RESULT OF THE SELLERS' BREACH OF ANY OF THE
OBLIGATIONS SET FORTH IN SUBSECTION 13.2(A)(II), THE BUYER, AT ITS OPTION AND AS
ITS SOLE AND EXCLUSIVE REMEDY, MAY EITHER (I) TERMINATE THIS AGREEMENT, DIRECT
THE ESCROW AGENT TO DELIVER THE EARNEST MONEY TO THE BUYER AND RETAIN THE
EARNEST MONEY, 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) SPECIFICALLY ENFORCE THE TERMS AND CONDITIONS OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT SUCH ACTION SEEKING SPECIFIC PERFORMANCE
SHALL BE INITIATED WITHIN 90 DAYS OF THE CLOSING DATE. 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 BUYER AS A
RESULT OF SUCH DEFAULT BY THE SELLERS, AND AGREE THAT THE REMEDY SET FORTH IN
CLAUSE (I) OF THIS SUBSECTION 13.2(C) IS A REASONABLE APPROXIMATION THEREOF.
ACCORDINGLY, IN THE EVENT THAT THERE IS A MATERIAL BREACH OR DEFAULT BY THE
SELLERS IN THE PERFORMANCE OF THEIR OBLIGATIONS DESCRIBED IN 13.2(A)(II) ABOVE,
AND THE BUYER ELECTS NOT TO EXERCISE THE REMEDY SET FORTH IN CLAUSE (II) OF THIS
SUBSECTION 13.2(C) BUT INSTEAD ELECTS THE REMEDY SET FORTH IN CLAUSE (I) OF THIS
SUBSECTION 13.2(C), THE DELIVERY OF THE EARNEST MONEY TO THE BUYER SHALL
CONSTITUTE AND BE DEEMED TO BE AGREED AND LIQUIDATED DAMAGES AND 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 BUYER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671,
1676 AND 1677. IN ADDITION TO TERMINATING THIS AGREEMENT AND THE RETURN OF THE
EARNEST MONEY TO THE BUYER, IN THE EVENT THIS AGREEMENT IS TERMINATED BY THE
BUYER AS A RESULT OF A WILLFUL AND PURPOSESFUL DEFAULT BY THE SELLERS, THE
SELLERS SHALL REIMBURSE THE BUYER FOR THE REASONABLE OUT-OF-POCKET THIRD PARTY
DUE DILIGENCE COSTS AND EXPENSES AND ATTORNEYS' FEES ACTUALLY INCURRED BY THE
BUYER IN CONNECTION WITH THIS AGREEMENT, IN AN AGGREGATE AMOUNT NOT TO EXCEED
$2,000,000. THE BUYER AGREES TO, AND DOES HEREBY, WAIVE ALL OTHER REMEDIES
AGAINST THE SELLERS WHICH THE BUYER MIGHT OTHERWISE HAVE AT LAW OR IN EQUITY BY
REASON OF SUCH BREACH OR DEFAULT BY THE SELLERS.
SELLERS' INITIALS:
BUYER'S INITIALS:
___/s/ G.A.___________
___/s/ W.J. T._______
Section 13.3Disbursement of Earnest Money
The provisions of Section 13.1 and Section 13.2 which provide for the
disbursement by Escrow Agent of the Earnest Money are