Purc Sale Agmt Sansome Pacific Amdt 2

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and Buyer shall diligently pursue such specific performance action to conclusion, and (b) Buyer may, at any time thereafter prior to conclusion of the specific performance action, elect to dismiss the specific performance action and terminate this Agreement and, at Buyer's option, the Adjacent Purchase Agreement. In the event Buyer terminates this Agreement pursuant to this Section 7.3, Buyer shall retain and be immediately refunded the Deposit and the Extension Deposits, if any. 7.4. DAMAGES. SELLER AND BUYER AGREE THAT IF BUYER BREACHES ITS OBLIGATIONS HEREUNDER, SELLER SHALL RETAIN, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, THE AMOUNTS DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT, TOGETHER WITH ANY ACCRUED INTEREST THEREON AS OF THE TIME OF DEFAULT AS LIQUID A TED DAMAGES, IT BEING AGREED THAT UNDER ALL THE CIRCUMSTANCES EXISTING AT THE TIME OF THIS AGREEMENT, THIS PROVISION LIQUIDATING DAMAGES IN THE EVENT OF THE BUYER'S DEFAULT IS REASONABLE, THE DAMAGES RESULTING TO SELLER BY REASON OF SUCH BREACH ARE NOW, AND THEN WOULD BE, DIFFICULT AND IMPRACTICAL TO DETERMINE AND THAT THE BEST ESTIMATE, BASED ON ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, OF THE TOTAL DAMAGES THAT SELLER WOULD SUFFER IS AND SHALL BE AN AMOUNT EQUAL TO THE SUMS DEPOSITED BY BUYER WITH ESCROW HOLDER AS OF THE TIME OF DEF AULT. IN PLACING THEIR INITIALS IN THE SPACES PROVIDED BELOW, THE PARTIES CONFIRM THAT THEY HA VE READ, UNDERSTAND AND AGREE TO THIS PROVISION. ~ BUYER SELLER 8. BROKERS. Seller is represented by Larry Bell, through JLL, and Buyer is represented by Colby Mikulich & John Sechser, through Transwestem. At the Close of Escrow, Seller shall pay all brokerage fees due to either JLL or Transwestem. Buyer shall indemnify, hold harmless and defend Seller from any and all claims, actions and liability for any breach of non-payment ofbrokreage fees due, and any commission, finder's fee, or similar charges arising out of Buyer's conduct. 9. ASSIGNMENT. Buyer shall have the right to assign its rights under this Agreement to a trust or other entity owned or controlled by Buyer or the principals of Buyer. Seller shall, upon written request from Buyer, execute a deed directly in favor of Buyer's assignee. No permitted assignment of any of the rights or obligations under this Agreement shall result in a novation or in any other way release the assignor from its obligations under this Agreement. 10. HAZARDOUS MATERIALS; DEFINITIONS. 10.1. Hazardous Materials. As used in this Agreement, "Hazardous Materials" means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined 10