Default by Seller. If prior to Closing Seller defaults under this Agreement, Purchaser shall promptly provide written notice to Seller of the same and shall allow Seller ten (10) business days within which to cure such breach, and the Closing Date shall be correspondingly extended to allow such notice and cure period. If Seller fails to cure such breach after written notice and within such cure period, then notwithstanding any provision to the contrary in this Agreement, Purchaser’s sole and exclusive remedy shall be to elect one of the following: # to terminate this Agreement, in which event Purchaser shall be entitled to the return by the Escrow Agent to Purchaser of the Earnest Money and, in the event of Seller’s intentional breach, reimbursement from Seller of Purchaser’s actual, documented out-of-pocket costs incurred in connection with this Agreement and its due diligence inspection of the Property (including, without limitation, reasonable attorneys’ fees and any lenders’ fees, deposits or costs) up to an aggregate total of $150,000, # proceed to Closing in which event Seller shall have no liability for any such default upon consummation of the Closing, or # to bring a suit for specific performance provided that any suit for specific performance must be brought within thirty (30) days of Seller’s default and the expiration of any applicable notice and cure period, to the extent permitted by law, Purchaser waiving the right to bring suit at any later date; provided, however, if the remedy of specific performance is not available to Purchaser due to a willful breach of this Agreement by Seller in conveying the property to a third party in violation of the terms of this Agreement, in addition to the remedy set forth in [clause (a) above], Purchaser shall have the right to pursue Seller for all other actual damages. As a condition precedent to any suit for specific performance, Purchaser must have tendered all of its deliveries on or before the Closing Date, including the Purchase Price. Purchaser hereby waives any other rights or remedies, including, without limitation, the right to seek money damages, except as provided in [Section 9.3(a)] below. In no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages. This Agreement confers no present right, title or interest in the Property to Purchaser and Purchaser agrees not to file a lis pendens or other similar notice against the Property except in connection with, and after, the filing of a suit for specific performance.

Review by Seller. The Purchaser shall procure that the Company submits the PLTA Financial Statements within the period set forth in [Section 4.4.3] to the Seller for review and shall procure that the Group Entities make available to the Seller and its advisers all documents and other data reasonably required by them to review the PLTA Financial Statements, it being understood that the PLTA Financial Statements do not need to be audited.

Breach by Seller. In the event that Buyer delivers to Seller an Option Exercise Notice and Seller shall default in its obligations to close as required hereunder for any reason other than Buyer’s default, Buyer, as its sole and exclusive remedy, may either # terminate this Contract and receive a full refund of the Earnest Money, or # enforce specific performance of this Contract by filing appropriate proceeding in a court of competent jurisdiction.

Acknowledgment by Seller. To the extent that any representation or warranty of Purchaser made herein is, to Seller’s Knowledge as of the Closing Date, inaccurate and Seller nonetheless elects to proceed with Closing, then # Seller shall not be able to seek indemnification for any damage arising from such inaccurate representation or warranty to the extent of Seller’s Knowledge of such breach at Closing, # any such representation or warranty by Purchaser shall be

By Seller. Neither this Agreement nor any of Seller’s rights, interests or obligations hereunder may be assigned, novated, delegated or otherwise transferred, in whole or in part, by operation of Law, merger, change of control, or otherwise, by Seller without the prior written consent of Purchaser, and any such purported assignment, novation, delegation or transfer without such consent shall be void ab initio and of no effect; provided, however, that following the Closing, Seller may, upon prior written notice to Purchaser, but without the prior written consent of Purchaser, assign this Agreement and Seller’s rights, interests and obligations hereunder to any Affiliate of Seller or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which the License Agreement relates if such assignee # succeeds, or in connection with such transaction shall succeed, to all of Seller’s right, title and interest in and to the License Agreement; # agrees in a writing to be bound by all the provisions of this Agreement as if such assignee were the “Seller” under this Agreement and # ​.

By Seller. Subject to and except as otherwise disclosed on [Schedule 9.1] attached hereto (as to the respective representations and warranties set forth below that are noted thereon), Seller represents, warrants and covenants to Buyer as of the Effective Date (collectively, the “Seller Representations”) that:

By Seller. Each Seller, only with respect to itself and the Applicable Property owned by such Seller, represents and warrants to Buyer as of the Original Effective Date that, except as disclosed on [Schedule 9.1], attached hereto and incorporated herein:

This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing by Seller, if Purchaser has breached any of its representations, warranties, covenants or other agreements set forth in this Agreement or any such representation or warranty shall have become untrue after the date of this Agreement (in either case, a “Purchaser Terminating Breach”), and such Purchaser Terminating Breach # would give rise to the failure of a condition set forth in [Sections 5.3(a) or (b) and (ii)])])] is incapable of being cured or is not cured within thirty (30) days after Purchaser receives notice thereof (provided that in no event shall such thirty (30) day period extend beyond the Outside Date); provided, however, that Seller shall have no right to terminate this Agreement pursuant to this [Section 6.4] if there is an uncured Seller Terminating Breach at the time Seller’s right to terminate under this [Section 6.4] arises.

Indemnification by Seller. Subject to the limitations set forth in this Article 12 and any other express provision of this Agreement, from and after Closing Seller shall indemnify, save, insure, pay, defend and hold harmless Purchaser’s Indemnitees from and against any Indemnification Loss incurred by any Purchaser’s Indemnitee to the extent resulting from # any breach of any representation or warranty of Seller in this Agreement, # any breach by Seller of any of its covenants or obligation under this Agreement, and # any Retained Liabilities.

By Seller. Seller represents and warrants to Buyer as of the Effective Date that: