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<br />restrictions or provisions of this Agreement, or otherwise constitutes a default by <br />Seller under this Agreement, to exercise such rights and remedies as may be <br />provided for in paragraph 14 of this Agreement. In either of such events, the <br />Earnest Money shall oe refunded to Purchaser immediately upon request. <br /> <br />(b) . Conditions of Seller's Obligation. Seller's obligation to consummate <br />the sale of the Property on the Closing Date is subject to the Iollowing conditions: <br /> <br />(1) Purchaser's purchase price shall not have been upset during the <br />ten fl0) upsetJeriod, or Purchaser s last and final bid shall be the last and <br />fina upset bi placed during the advertising process set forth in NCGS <br />sI60A-269; and <br /> <br />(2) Seller reserves the right to reject all bids by Purchaser or any <br />third party at any time as set forth in NCGS SI60A-269. <br /> <br />13. Possession at Closing. Seller shall surrender exclusive possession of the <br />Property to Purchaser on the Closing Date. <br /> <br />14. Remedies. <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 circumstances <br />or conditions which constitute a default by Purchaser under this Agreement, the <br />Earnest Money shall be delivered to Seller as full liquidated damages for such <br />default. Seller and Purchaser acknowledge that Seller's actual damages in the event <br />of a default by Purchaser under this Agreement will be difficult to ascertain, that <br />such liquidated damages represent the seller's and Purchaser's best estimate of such <br />damages, and that Seller and Purchaser believe such liquidated damages are a <br />reasonable estimate of such damages. Seller and Purchaser expressly: ackriowledge <br />that the foregoing liquidated damages are intended not as a penalty, but as full <br />liquidated damages, ill the event of Purchaser's default and as compensation for <br />Seller's taking the Property off the market during the term of this Agreement. Such <br />delivery of the Earnest Money shall be the sole and exclusive remedy of Seller by <br />reason of a default by Purchaser under this Agreement, and Seller hereby waives <br />and releases any right to sue Purchaser, and hereby covenants notto sue Purchaser, <br />for specific rerformance of this Agreement or to prove that Seller's actual damages <br />exceed the Earnest Money whiCh is herein provided Seller as full liquidated <br />damages. <br /> <br />(b) If (i) any representation or warranty of Seller set forth in this <br />Agreement shall prove to be untrue or incorrect in any respect, or (ii) Seller shall fail <br />to Keep, observe, perform, satisfy or comply with, fully and completely, any of the <br />terms, covenants, conditions, agreements, requirements, restrictions or provisions <br />required by this Agreement to De kept, observed, rerformed, satisfied or complied <br />with by Seller, or (iii) the purchase and sale 0 the Property is otherwise not <br />consummated in accordance with the terms and provisions of this Agreement due <br />to circumstances or conditions which constitute a default b,y Seller under this <br />Agreement (the matters described in the foregoing clauses (i), (hi and (iii) are herein <br />sometimes collectively called "Seller Defaults"), as P~rchaser s sole remedy, the <br />Earnest Money shall be refunded to Purchaserl~e~Iately upon request, as full <br />li~uidated damages for such Seller Def.ault(s) (It IS acknowl~dged that t):1.e <br />"lIquidated damages" verbage as set forth ill paragraph 14(a) hereImiliove applIes <br />herein). <br /> <br />Page 8 of 14 <br /> <br />E-~ <br />