Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 29 of 82 obligations which specifically survive termination. If, subsequent to Closing, Buyer shall fail to comply with its obligations contained herein which survive Closing, Seller, in addition to any rights and remedies provided herein, shall be entitled to any and all remedies available at law or in equity. Notwithstanding anything contained in this Section 14.1 or this Agreement, no default hereunder shall be deemed to have occurred unless and until Buyer receives written notice from Seller that such event or condition of default has occurred and is continuing and Buyer has failed to cure same within ten (10) Business Days after receipt of written notice of such failure from Seller or, if cure would reasonably require more than ten (10) Business Days to complete, within such time as would be reasonable under the circumstances. SELLER AND BUYER ACKNOWLEDGE THAT IN THE EVENT BUYER SHOULD FAIL TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY SOLELY AS A RESULT OF A DEFAULT BY BUYER, THEN SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE LIQUIDATED DAMAGES ARE A REASONABLE ESTIMATE OF SELLER’S DAMAGES RESULTING FROM SUCH FAILURE TO CLOSE THE TRANSACTION RESULTING SOLELY FROM A DEFAULT BY BUYER. SELLER AND BUYER FURTHER AGREE THAT THIS SECTION 14.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A FAILURE OF BUYER TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. Buyer Seller 14.2. Default By Seller. In the event of a breach of this Agreement by Seller, Buyer may elect to (i) terminate this Agreement, in which event the Deposit shall be returned to Buyer, Seller shall pay all Cancellation Charges and neither party shall have any further rights or obligations under this Agreement except for this obligations that survive termination, including specific performance or (ii) seek specific performance. 15. BROKERS. 15.1. Seller. Seller hereby represents, warrants, and covenants to Buyer that Seller has not dealt with any third party in a manner that would obligate Buyer to pay any brokerage commission, jf jf MSD MSD