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10.1. Purchaser's Default. If Purchaser should default on any of its obligations under this Contract and Purchaser fails to cure such default within five (5) Business Days following receipt of written notice from Seller (with the Closing Date being extended for a like period if required to effectuate such cure), the same shall constitute a material default hereunder and under the Settlement Agreement. The parties hereto agree that while the Deposit may be applied against the Purchase Price at Closing, such Deposit constitutes a partial payment of Purchaser's total obligations under the Settlement Agreement and shall be retained by Seller under all circumstances except as set forth in Section 3.4. As such, the Seller and Purchaser acknowledge and agree that Deposit will not be deemed either a a penalty or liquidated damages with respect to Purchaser's breach or default hereunder. 10.2. Seller's Default. If the transactions contemplated by this Contract shall not be closed solely by reason of Seller's default of any of its material obligations under this Contract and Seller fails to cure such default within five (5) Business Days following receipt of written notice from Purchaser (with the Closing Date being extended for a like period if required to effectuate such cure), the same shall constitute a material default hereunder and under the Settlement Agreement. 11. Purchaser's Obligations. Notwithstanding anything to the contrary set forth in in this Contract, Purchaser's right to terminate the Contract shall be limited to the failure of a condition precedent for the benefit of Purchaser in accordance with Section 9.5(a), or as a result of a default by Seller pursuant to Section 10.2. Except for the foregoing, Purchaser shall have no contingencies to its obligations at Closing, including, with out limitation, any financing contingency or any contingency based on the grant, allocation, distribution, assignment or appropriation of public or private funds. 12. Time of the Essence. Time shall be of the essence with respect to each and every provision of this Contract. 13. Casualty or Condemnation. If, prior to the Closing, all or any material portion of the Property is damaged as the result of fire or other casualty or there is a loss or threatened loss of all or any portion of the Property by condemnation (a "Casualty"), Seller shall promptly notify Purchaser in writing of such event. Upon the occurrence of a Casualty, Purchaser, in its sole discretion, shall have the option to (i) accept title to the Property without any abatement of the Purchase Price, in which event at the Closing all of the insurance proceeds or condemnation awards shall be assigned by Seller to Purchaser and any monies theretofore received by Seller in connection with such Casualty shall be paid over to Purchaser; or (ii) terminate this Agreement and thereafter neither party shall have any further liability to the other. Purchaser's election to terminate this Agreement in connection with a Casualty pursuant to this Section 13 shall constitute Purchaser's absolute and irrevocable waiver of any right or option of any kind or nature to purchase the Property under the Existing Lease or otherwise, and all such rights and options shall forever terminate and be of no further force or effect upon Purchaser's termination of this Agreement pursuant to this Section 13. 14. Miscellaneous. 14.1. Broker. Seller and Purchaser represent to each other that neither party has dealt with any broker or real estate consultant in connection with the transaction contemplated by this Contract. Seller and Purchaser shall indemnify, defend and hold the other free and harmless from and against any liabilities, damages, costs or expenses (including, but 5489135.2 16