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(c) No other action by Buyer is requisite to the valid and binding <br />execution, delivery and performance of this Agreement, except as otherwise expressly set <br />forth herein. <br />4. ACKNOWLEDGEMENT OF FULL BENEFITS <br />By execution of this Agreement, Seller hereby acknowledges that this Agreement <br />provides full ,payment for the acquisition of the Property by Buyer, and Seller hereby <br />expressly and unconditionally waives any claim for damages, interest, loss of goodwill, <br />severance damages, or any other compensation or benefits other than as already <br />expressly provided for in this Agreement, it being understood that this is complete and full <br />settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever <br />relating to or in connection with the acquisition of the Property. <br />5. REMEDIES <br />If Seller defaults under this Agreement, then Buyer may either: (i) terminate this <br />Agreement by written notice to Seller, whereupon the Escrow Deposit (less the <br />Independent Consideration) shall be immediately returned bythe Escrow Holderto Buyer, <br />and this Agreement and the obligations of the parties hereunder shall terminate (other <br />than those obligations that expressly survive a termination of this Agreement); or (ii) bring <br />an action for specific performance of this Agreement. IF BUYER FAILS TO COMPLETE <br />THE PURCHASE PROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY <br />DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM SELLER'S <br />OBLIGATION TO SELL THE PROPERTY TO BUYER. FURTHER, BY INITIALING <br />BELOW BUYER AND SELLER AGREE AND UNDERSTAND THAT IN EVENT OF <br />DEFAULT BY BUYER, (A) IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT <br />TO FIX ACTUAL DAMAGES; (B) AN AMOUNT EQUAL TO THE ESCROW DEPOSIT <br />HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' <br />REASONABLE ESTIMATE OF SELLER'S DAMAGES IF THE CLOSING DOES NOT <br />OCCUR BY REASON OF BUYER'S DEFAULT HEREUNDER AND SHALL <br />CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO SELLER; (C) THE PAYMENT <br />OF THE LIQUIDATED DAMAGESTO SELLER SHALL CONSTITUTE THE EXCLUSIVE <br />AND SOLE REMEDY OF SELLER AT LAW OR IN EQUITY; (D) SELLER MAY RETAIN <br />THAT PAYMENT ON ACCOUNT OF THE PURCHASE PRICE FOR THE PROPERTY <br />AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS <br />LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY <br />WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT <br />INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER <br />PURSUANT TO SECTIONS 1671,1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. <br />THE PARTIES -HAVE FREELY NEGOTIATED THE FOREGOING LIQUIDATED <br />DAMAGES PROVISION IN GOOD FAITH. IF THIS AGREEMENT IS TERMINATED <br />FOR ANY REASON OTHER THAN BUYER'S DEFAULT, THE ESCROW DEPOSIT <br />SHALL BE RETURNED TO THE BUYER. <br />(Initials of Seller) <br />U`,' <br />(Initials of Buyer) <br />9 <br />20B-15 <br />