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<br />If any of the foregoing conditions have not been satisfied or performed or waived in <br />writing by Purchaser on or as of the Closing Date, Purchaser shall have the right, at <br />Purchaser's option, either: (i) to terminate this Agreement by giving written notice to <br />Seller on or before the Closing Date, in which event all rights and obligations of Seller <br />and Purchaser under this Agreement shall expire, and this Agreement shall become null <br />and void; or (ii) if such failure of condition constitutes a breach of representation or <br />warranty by Seller, constitutes a failure by Seller to perform any of the terms, <br />covenants, conditions,! agreements, requirements, restrictions or provisions of this <br />Agreement, or otherWise constitutes a default by Seller under this Agreement, to <br />exercise such rights apd remedies as may be provided for in paragraph 14 of this <br />Agreement. In either of such events, the Earnest Money shall be refunded to Purchaser <br />immediately upon request. <br /> <br />13. Possession at Closing. Seller shall surrender exclusive possession of <br />the Property to Purchaser on the Closing Date. <br /> <br />14. Remedie$. <br /> <br />(a) If the purchase and sale of the Property is not consummated in <br />accordance with the terms and conditions of this Agreement due to <br />circumstances or conditions which constitute a default by Purchaser under this <br />Agreement, the: Earnest Money shall be delivered to Seller as full liquidated <br />damages for suc~ default. Seller and Purchaser acknowledge that Seller's actual <br />damages in the :event of a default by Purchaser under this Agreement will be <br />difficult to ascertain, that such liquidated damages represent the Seller's and <br />Purchaser's best.estimate of such damages, and that Seller and Purchaser believe <br />such liquidated damages are a reasonable estimate of such damages. Seller and <br />Purchaser expressly acknowledge that the foregoing liquidated damages are <br />intended not as a penalty, but as full liquidated damages, in the event of <br />Purchaser's default and as compensation for Seller's taking the Property off the <br />market during the term of this Agreement. Such delivery of the Earnest Money <br />shall be the sole and exclusive remedy of Seller by reason of a default by <br />Purchaser under this Agreement, and Seller hereby waives and releases any right <br />to sue Purchas~r, and hereby covenants not to sue Purchaser, for specific <br />performance of this Agreement or to prove that Seller's actual damages exceed <br />the Earnest Money which is herein provided Seller as full liquidated damages. <br /> <br />(b) If (i) any representation or warranty of Seller set forth in this <br />Agreement shan prove to be untrue or incorrect in any respect, or (ii) Seller shall <br />fail to keep, obshve, perform, satisfy or comply with, fully and completely, any <br />of the terms, covenants, conditions, agreements, requirements, restrictions or <br />provisions requited by this Agreement to be kept, observed, performed, satisfied <br />or complied with by Seller, or (iii) the purchase and sale of the Property is <br />. otherwise not consummated in accordance with the terms and provisions of this <br />Agreement due! to circumstances or conditions which constitute a default by <br />Seller under this Agreement (the matters described in the foregoing clauses (i), <br />(ii) and (iii) ar~ herein sometimes collectively called "Seller Defaults"), as <br /> <br />G-6 <br />Page 10 of 18 <br />