In the event that Purchaser defaults under this Agreement and Seller is not then in default hereunder, Seller’s exclusive remedy shall be to terminate this Agreement and retain the Deposit as liquidated damages. The parties agree that Seller’s damages would be extremely difficult or impossible to determine if Purchaser defaults, and that the Deposit is the best estimate of the damages Seller would suffer. Purchaser acknowledges that such amount is an accurate estimate of the damages which would be sustained by Seller in the event of a breach and that such amount is not a penalty.

Notwithstanding anything to the contrary in this Agreement, Seller’s right to retain the Deposit pursuant to this Section 8.3(a) will be the sole and exclusive remedy of Seller or any of its Affiliates against ​ or any of its Affiliates or any of its or their respective Representatives for any and all Damages that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination, and upon retention of the Deposit by Seller, none of ​ or any of its Affiliates or any of its or their respective Representatives will have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement. The parties agree that the actual damages sustained by Seller in the event of a termination of this Agreement pursuant are difficult to ascertain with any certainty, that the Deposit is a reasonable estimate of such damages, and that such payment shall be considered as liquidated damages and not a penalty.