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g. To Seller's actual knowledge, the execution and delivery of this Agreement and <br />the performance of all of the obligations of Seller thereunder will not result in a breach of or <br />constitute a default under any agreement entered into by Seller or under any covenant or <br />restriction affecting the CBT Units; and <br />h. Seller has not abandoned or intended to abandon the CBT Units during Seller's <br />ownership of the CBT Units; and <br />i. There are no existing leases, licenses, rights of temporary use, options, rights of <br />first refusal. other pending sales contracts or prior or preemptive rights to purchase, or any other <br />similar rights in or to the CBT Units. <br />12. Certification. Seller shall at the time of Closing certify in writing to Purchaser that <br />the representations and warranties contained in Paragraph 11 remain true and correct as of the date <br />of Closing, or Seller shall certify which representations and warranties no longer remain true and <br />correct. In the event Seller certifies that one or more representations and warranties is no longer true <br />and correct, Purchaser, at its sole option, may complete the transaction notwithstanding the <br />uncorrected defects or may, upon written notice to Seller, declare this Agreement terminated, <br />whereupon all earnest money and any other monies or things of value received hereunder shall be <br />immediately returned to Purchaser, and both Parties shall be released here from. <br />13. Time of the Essence; Remedies. Time is of the essence in the performance of this <br />Agreement. Accordingly: <br />a. If Purchaser should fail to perform according to the terms and conditions of this <br />Agreement, Seller may in writing declare this Agreement terminated and retain the Earnest <br />Money Deposit as liquidated damages. It is agreed that the Earnest Money Deposit are liquidated <br />damages and are Seller's sole and only remedy for Purchaser's failure to perform the obligations <br />of this Agreement. Seller expressly waives the remedies of specific performance and additional <br />damages. <br />b. If Seller is in default, Purchaser may elect to treat this Agreement as terminated, <br />in which case all earnest money, payments and things of value received hereunder shall be <br />immediately returned to Purchaser, or Purchaser may elect to treat this Agreement as being in full <br />force and effect and Purchaser shall have the right to an action for specific performance or <br />damages, or both. Anything to the contrary notwithstanding, in the event of any litigation or <br />arbitration arising out of this Agreement, the court may award to the prevailing Party all <br />reasonable costs and expenses, including reasonable attorneys' fees. <br />14. Additional Remedies. In addition to all other rights and remedies of Purchaser and <br />Seller as set forth and provided for in this Agreement, Purchaser shall have the right to terminate this <br />Agreement and to make the same of no further force and effect in the event any action whatsoever is <br />commenced to defeat or enjoin Purchaser's performance under this Agreement. If Purchaser elects to <br />terminate the Agreement pursuant to this Paragraph, Purchaser shall provide written notice to Seller <br />declaring this Agreement terminated, whereupon the Earnest Money Deposit and the Purchase Price <br />Page 5 of 10 <br />