Common use of Earnxxx Xxxey Clause in Contracts

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Fifty Thousand and No/100 Dollars ($25,000.0050,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 50,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 50,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 50,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is closed, then all earnxxx xxxey shall be applied in partial satisfaction of the purchase price. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) Initial Earnxxx Xxxey to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The the Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser within three (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (23) business days after the expiration date a fully-executed copy of this Agreement is delivered to the Inspection PeriodTitle Company, Purchaser will deposit by wire transfer in accordance with wire transfer instructions provided by the Title Company. Seller shall have the option of terminating this Agreement if the full amount of Initial Earnxxx Xxxey is not delivered to the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) as prescribed in cash, which sum shall be added this Section 4.1. Purchaser agrees to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, promptly deliver or cause the Title Company shall immediately disburse to deliver written acknowledgment by the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement Title Company that the $100,000.00 earnxxx xxxey deposit shall be non-refundable executed copy of this Agreement and the Initial Earnxxx Xxxey have been received by and are being held by the Title Company pursuant to the Purchaser except in the event terms of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closingAgreement. In the event that this Contract is not closedPurchaser exercises the Extension Option pursuant to Section 7.1, then Purchaser shall, concurrently with the earnxxx xxxey exercise of the Extension Option, deliver the Additional Earnxxx Xxxey to the Title Company in the form of immediately available funds by wire transfer. The Earnxxx Xxxey shall be disbursed invested by the Title Company in an interest-bearing account as Purchaser and Seller shall direct. If the manner provided for elsewhere herein. Notwithstanding sale of the foregoing or anything Property is consummated under this Agreement, the Earnxxx Xxxey shall be paid to Seller and applied to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) payment of the earnxxx xxxey Purchase Price at Closing. If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Earnxxx Xxxey shall in all events be delivered immediately returned to Purchaser, and no party hereto shall have any further obligations under this Agreement except for such obligations which by their terms expressly survive the termination of this Agreement (the "Surviving Obligations"). Purchaser agrees to deliver to Seller copies of all Reports (as valuable consideration for defined in Section 5.2 hereof) at the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.time (or not later than five

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx John Xxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 25,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 25,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 25,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is closed, then all earnxxx xxxey shall be applied in partial satisfaction of the purchase price. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) Initial Earnxxx Xxxey to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The the Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the date a fully-executed copy of this Agreement is delivered to the Title Company, by wire transfer in accordance with wire transfer instructions provided by the Title Company. Seller shall have the option of terminating this Agreement if the full amount of Initial Earnxxx Xxxey is not delivered to the Title Company as prescribed in this Section 4.1. Purchaser agrees to promptly deliver or cause the Title Company to deliver written acknowledgment by the Title Company that the executed copy of this Agreement and the Initial Earnxxx Xxxey have been received by and are being held by the Title Company pursuant to the terms of this Agreement. Unless Purchaser shall have terminated this Agreement in accordance with Section 5.1.1 or Section 5.1.4 prior to expiration of the Inspection Financing Contingency Period, Purchaser will deposit with shall, prior to the end of the Financing Contingency Period, deliver the Additional Earnxxx Xxxey to the Title Company in the additional sum form of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added immediately available funds by wire transfer. If the Additional Earnxxx Xxxey is not delivered to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company within the time provided in this Section 4.1, this Agreement shall immediately disburse automatically terminate at the entire $100,000.00 earnxxx xxxey deposit expiration of the Financing Contingency Period, whereupon the Initial Earnxxx Xxxey shall be released to Seller; upon , and neither Purchaser nor Seller shall have any further obligations under this Agreement except for such disbursement obligations which by their terms expressly survive the $100,000.00 earnxxx xxxey deposit termination of this Agreement (the "Surviving Obligations"). The Earnxxx Xxxey shall be noninvested by the Title Company in an interest-refundable bearing account as Purchaser and Seller shall direct. If the sale of the Property is consummated under this Agreement, the Earnxxx Xxxey shall be paid to Seller and applied to the Purchaser except in payment of the event Purchase Price at Closing. If the sale of a default by Seller hereunderthe Property is not consummated under this Agreement, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit Earnxxx Xxxey shall be applied as provided in partial satisfaction this Agreement. Purchaser agrees to deliver to Seller copies of all Reports (as defined in Section 5.1.1(b) hereof) at the purchase price payable at closingtime the notice to terminate this Agreement is given. The obligations to deliver the Reports shall survive the termination of this Agreement. In the no event that this Contract is not closed, then the earnxxx xxxey shall any Earnxxx Xxxey be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything returned to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in Purchaser hereunder until all events be Reports have been delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

Earnxxx Xxxey. Within two five (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (25) business days after the expiration of the "Inspection Period" provided for in Section 12(A) below Purchaser shall deliver to the Chicago, Illinois office of Commonwealth Land Title Insurance Company or such other reputable title insurance company selected by Purchaser will deposit with and Sellers ("Escrowee") wire transferred Federal funds in the Title Company the additional sum of Seventy-Five Three Million Seven Hundred Fifty Thousand and No/100 00/100 Dollars ($75,000.003,750,000.00) (the "Initial Earnxxx Xxxey"). Provided Purchaser does not terminate this Agreement pursuant to Section 12(A) below, Purchaser shall, upon the satisfaction of the Conditions Precedent set forth in cashSection 12 herein, which deliver to Escrowee additional wire transferred Federal funds in the sum of Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00) (the "Additional Earnxxx Xxxey"). The Initial Earnxxx Xxxey and, if deposited with Escrowee, the Additional Earnxxx Xxxey, together with any and all interest earned thereon (net of investment costs), are hereinafter referred to as the "Earnxxx Xxxey". If and as Purchaser directs, Escrowee shall invest the Earnxxx Xxxey in an interest-bearing savings or money market account or short term U.S. Treasury Bills or similar cash equivalent securities. If the transaction contemplated by this Agreement closes in accordance with the provisions of this Agreement, at the Closing the Earnxxx Xxxey shall be added delivered by Escrowee to and become Sellers as payment toward the cash portion of the applicable Purchase Price. If the transaction contemplated by this Agreement fails to close due to a default on the part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit Earnxxx Xxxey shall be non-refundable delivered by Escrowee to the Purchaser except Sellers, as Sellers' sole and exclusive remedy, as more particularly provided in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit Section 13(c) below. The Earnxxx Xxxey shall be applied in partial satisfaction applicable on a pro rata basis to each of the purchase price payable at closing. In the event that this Contract is not closedPurchased Properties, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood Structured Properties and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow Z and the execution of this Contract by SellerR Bond Partnership Interests.

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Twenty Thousand and No/100 Dollars ($25,000.0020,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 20,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

Earnxxx Xxxey. Within two (2) business days after final Concurrently with the execution of this Contract by all parties heretoAgreement, Purchaser Buyer shall deliver Purchaser's check deposit, in a strict joint order escrow (the amount "Earnxxx Xxxey Escrow") with the Escrow Agent the sum of Twenty-Five Thousand Million and No/100 Dollars ($25,000.005,000,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe the "Title CompanyInitial Deposit"). The Title Company shall immediately cash the , such amount to be held as an earnxxx xxxey check and deposit hereunder in accordance with the proceeds thereof provisions of a strict joint order escrow agreement in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser form attached hereto as Exhibit D (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxeyEarnxxx Xxxey Escrow Agreement"). If Purchaser Buyer terminates this Agreement on or before the Firm Date pursuant to Section 3.06(b) hereof, the Escrow Agent shall remit the Initial Deposit to the Buyer. If the Buyer does not terminate this Contract during Agreement on or before the Inspection Period Firm Date, (i) the Initial Deposit shall become non-refundable and the Buyer shall have no right to receive the Initial Deposit at any time thereafter, unless an Intentional Seller Default shall have occurred as defined specified in Article VI hereinbelow)Section 8.07(a) of this Agreement, thenand (ii) on the Firm Date, within two (2) business days after Buyer shall deposit into the expiration of the Inspection Period, Purchaser will deposit Earnxxx Xxxey Escrow with the Title Company Escrow Agent the additional sum of Seventy-Five Thousand Fifteen Million and No/100 Dollars ($75,000.0015,000,000.00) in cash, which sum shall be added (the "Additional Deposit"). If Buyer terminates this Agreement pursuant to Section 3.06(d) after the Firm Date and become a part prior to the expiration of the earnxxx xxxey. Upon Due Diligence Period, the Escrow Agent shall no later than two (2) Business Days after the receipt of the second earnxxx xxxey deposit from Purchaser, Due Diligence Termination Notice refund the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable Additional Deposit to the Purchaser except Buyer and deliver the Initial Deposit to the Sellers. At the Closing, unless this Agreement has been terminated in accordance with the terms hereof, Buyer and Sellers shall cause their respective representatives to direct the transfer of the remaining Earnxxx Xxxey in the event of a default by Seller hereunderEarnxxx Xxxey Escrow to Sellers, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall such amount to be applied in partial satisfaction of the purchase price payable at closingobligation of Buyer with respect to the Purchase Price. In All Earnxxx Xxxey deposited in the event that this Contract is not closed, then the earnxxx xxxey Earnxxx Xxxey Escrow shall be disbursed invested from time to time in the manner provided for elsewhere herein. Notwithstanding the foregoing United States government securities, commercial paper, certificates of deposit or anything to the contrary contained elsewhere in this Contractother interest- 27 -22- bearing accounts or certificates as directed by Buyer and as reasonably approved by Sellers, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events such investments to have dates of maturity not later than the then estimated date for Closing. All costs and expenses of the Escrow Agent incurred in connection with the establishment of the Earnxxx Xxxey Escrow or the Earnxxx Xxxey Escrow Agreement shall be delivered to Seller as valuable consideration for paid from the Inspection Period described in Article VI hereinbelow and investment income generated by the execution of this Contract by SellerEarnxxx Xxxey Escrow.

Earnxxx Xxxey. Within two If, after the Sellers have performed Sellers' obligations under this Agreement, and after the date specified for Closing as provided in Section 1.2 hereto, Buyer fails to make the payments or to perform any obligation of the Buyer under this Agreement for any reason, including the timely deposit of the Earnxxx Xxxey as specified in Section 1.3(a), other than (2i) business days after final failure to obtain required approval, if any, under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xx (ii) a default by the Sellers under Section 9 of this Agreement; or (iii) failure to obtain approval of Buyer's execution of this Contract by all parties heretoAgreement from the Board of Directors of Denali Incorporated and communicate such fact to Sellers on or before 5:00 P.M. C.D.S.T. on May 13, Purchaser shall deliver Purchaser1998; or (iv) Buyer's check becoming aware of any liens, mortgages or encumbrances on the Company's assets in the amount excess of Twenty-Five five Thousand and No/100 Dollars ($25,000.00) that were not disclosed on the Financial Statements or revealed to Safeco Land Title Buyer from the information maintained by Sellers at the offices of DallasGABLX XXXWXXX XXXK SCHWXXX XXXLX XXXERINO, 5220 Renaissance Tower2000 NationsBank Center, 1201 Xxx 15 Wxxx Xxxxx Xxxxxx, XxxxxxXxxxx, Xxxxx Xxxxxxxx 00000, Xxtn: Bobbxx Xxxxx -0000 (xxe "Title CompanyData Room"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit Sellers may, at their option, cancel and terminate this Agreement and retain the Earnxxx Xxxey and any accrued interest thereon as liquidated damages, or pursue any other legal or equitable remedy for the breach of this Agreement by the Buyer. The Sellers and Buyer agree that such amount is a reasonable amount for liquidated damages and that it would be impracticable and extremely difficult to determine actual damages. If the Buyer shall perform all the obligations of Buyer hereunder and (a) upon the occurrence of any events set forth in (i) - (iv) above, or (b) if Sellers shall breach this Agreement, or (c) upon Seller's failure to perform any of Sellers' obligations hereunder, then Buyer shall be applied in partial satisfaction entitled to cancel and terminate this Agreement and receive a refund of the purchase price payable at closing. In the event that this Contract is not closedEarnxxx Xxxey, then the earnxxx xxxey together with all interest accrued thereon, which shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by SellerBuyer's sole remedy.

Earnxxx Xxxey. Within two (2) business days after final Upon the execution of this Contract by all parties heretoAgreement, Purchaser shall Highwoods will deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Chicago Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Insurance Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxeyEscrow Agent") the sum of Fifty Thousand and no/100 Dollars ($50,000.00) (hereinafter the "Initial Earnxxx Xxxey"). The Initial Earnxxx Xxxey shall be deposited by the Escrow Agent into an interest bearing account at the direction of Highwoods, and shall be paid to Owner or Highwoods according to the provisions set forth below. If Purchaser does Highwoods has not terminate terminated this Contract during Agreement prior to the end of the Inspection Period (as defined in Article VI hereinbelow)Section 7 below, thenHighwoods shall deposit an additional Fifty Thousand and no/100 Dollars ($50,000.00) (hereinafter, within two (2the "Additional Earnxxx Xxxey") with the Escrow Agent by 5:00 p.m. on the first business days after the expiration of day immediately following the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum . The Additional Earnxxx Xxxey shall be added deposited by the Escrow Agent into an interest bearing account at the direction of Highwoods, and shall be paid to Owner or Highwoods according to the provisions set forth below. The Initial Earnxxx Xxxey and become a the Additional Earnxxx Xxxey are collectively referred to herein as the "Earnxxx Xxxey." In the event the transaction contemplated by this Agreement closes or should this transaction not close solely because of any default on the part of the earnxxx xxxey. Upon receipt Owner, or if any of the second earnxxx xxxey deposit from Purchaserconditions precedent set forth in Section 8 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Title Company Escrow Agent shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit pay to Seller; upon Highwoods all Earnxxx Xxxey, including interest which has accrued thereon, but such disbursement the $100,000.00 earnxxx xxxey deposit return shall be non-refundable not affect any other remedies available to the Purchaser except Highwoods, as specified and limited in this Agreement, in the event of a breach of this Agreement by Owner; provided, in the event Highwoods terminates this Agreement pursuant to Section 7 hereof, $100 of the Earnxxx Xxxey should be paid to Owner as consideration for Highwoods' right to terminate this Agreement pursuant to Section 7. In the event the transaction contemplated by this Agreement is not closed solely because of any default by Seller hereunder, but, if this Contract closeson the part of Highwoods, then the entire $100,000.00 earnxxx xxxey deposit Escrow Agent shall pay to Owner all Earnxxx Xxxey, including interest which has accrued thereon, and such payment shall be applied in partial satisfaction and represent liquidated damages arising out of Highwoods' default, which liquidated damages shall be the full extent of Highwoods' liability with respect to such default and Owner shall have no further right or claim against Highwoods. Upon the filing of a written demand for the Earnxxx Xxxey by Highwoods or Owner, pursuant to this Section 3, the Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have the right to object to the delivery of the purchase price payable Earnxxx Xxxey by filing written notice of such objection with the Escrow Agent such that it is actually received by the Escrow Agent at closingany time within ten (10) days after the mailing of such copy to it, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Earnxxx Xxxey. Upon receipt of such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnxxx Xxxey, plus interest which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnxxx Xxxey until (i) the Escrow Agent receives written notice from Owner and Highwoods directing the disbursement of said Earnxxx Xxxey, in which case the Escrow Agent shall then disburse said Earnxxx Xxxey in accordance with said direction; or (ii) in the event of litigation between Owner and Highwoods, the Escrow Agent shall deliver the Earnxxx Xxxey to the Clerk of the Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that this Contract is not closed, then the earnxxx xxxey Escrow Agent shall be disbursed uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the manner provided for elsewhere herein. Notwithstanding Escrow Agent's opinion, are in conflict with any of the foregoing or anything provisions hereof, the Escrow Agent shall be entitled to hold and apply the Earnxxx Xxxey pursuant to the contrary contained elsewhere in this Contract, it is understood preceding paragraph and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey may decline to take any other action. The Escrow Agent shall in all events be delivered to Seller not charge a fee for its services as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Sellerescrow agent.

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Fifty Thousand and No/100 Dollars ($25,000.0050,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx John Xxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 50,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 50,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 50,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

Earnxxx Xxxey. Within two (2) business days after final Simultaneously with the execution and delivery of this Contract by all parties heretoAgreement, Purchaser shall deliver Purchaser's check in is depositing with Colliers Caubxx & Xo. (the amount "Escrow Agent"), having its office at Suite 500, South Tower, 1335 Xxxxxxxxx Xxxxxx, XX, Xxxxxxx, XX 00000-0000; Xxtention: Michxxx X. Xxxxxx, xxe sum of Twenty-Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "First Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer. If Purchaser does not exercise the right to Safeco Land Title terminate this Agreement in accordance with Section 2.3 or Section 3.2 hereof, Purchaser shall, on or before the last date of Dallasthe Inspection Period (as such term is defined in Section 3.1 hereof), 5220 Renaissance Towerdeposit with the Escrow Agent the additional sum of Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "Second Deposit") in good funds, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company")either by certified bank or cashier's check or by federal wire transfer as an additional deposit under this Agreement. The Title Company Escrow Agent shall immediately cash hold the earnxxx xxxey check First Deposit and deposit the proceeds thereof Second Deposit in an interest interest-bearing account, the earnings from which shall accrue to account for the benefit of Purchaser (hereinafter Purchaser. The First Deposit and the proceeds of the earnxxx xxxey check shall be Second Deposit, together with all interest earned on such sums, are herein referred to collectively as the "earnxxx xxxey")Earnxxx Xxxey." All interest accruing on such sums shall become a part of the Earnxxx Xxxey and shall be distributed as Earnxxx Xxxey in accordance with the terms of this Agreement. If Purchaser does not terminate this Contract during Agreement as provided in Section 3.2 hereof and thereafter fails to deliver the Inspection Period (Second Deposit to the Escrow Agent within the time period specified above, this Agreement shall terminate automatically as defined in Article VI hereinbelow), then, within two (2) business days after of the expiration last day of the Inspection Period, Escrow Agent shall deliver the Earnxxx Xxxey to Seller promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Purchaser will deposit with does not terminate this Agreement and makes the Title Company Second Deposit as herein provided and the additional sum transaction contemplated hereby is not consummated as herein provided for any reason other than a default by Seller hereunder or the failure of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added Seller to and become a part of deliver title to the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from PurchaserProperty to Purchaser as herein required, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit Earnxxx Xxxey shall be non-refundable to the Purchaser except and, in the event of a default by Seller hereundersuch event, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction delivered by the Escrow Agent to Seller. Time is of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration essence for the Inspection Period described in Article VI hereinbelow and the execution delivery of Second Deposit under this Contract by SellerAgreement.

Earnxxx Xxxey. Within two For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser will deliver to the Title Company the sum of Fifty Thousand Dollars (2$50,000) (the "Earnxxx Xxxey"), within three (3) business days after of final execution of this Contract by all parties heretoContract. On or before the Inspection Expiration Date, Purchaser shall deliver Purchaser's check deposit an additional earnxxx xxxey deposit in the amount of Twenty-Five Four Hundred Fifty Thousand and No/100 Dollars ($25,000.00450,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company Company, which shall become part of the additional sum Earnxxx Xxxey. The aggregate Earnxxx Xxxey shall consist of Seventy-Five Hundred Thousand and No/100 Dollars ($75,000.00) 500,000), to be handled and disbursed as provided in cash, which sum this Contract. All sums comprising the Earnxxx Xxxey shall be added held in an interest-bearing account at a federally insured depository institution. At the Closing, the Earnxxx Xxxey plus all interest accrued therein, shall be paid over to Seller and become a part applied to the cash portion of the earnxxx xxxeyPurchase Price or returned to Purchaser at its option. Upon receipt Unless this Contract is terminated by Purchaser in accordance with, Sections 3.2, 3.3, or 3.4 (in which event the Earnxxx Xxxey shall be refunded to Purchaser), hereof the Earnxxx Xxxey of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit Purchaser shall be non-refundable refundable. If Purchaser fails to deposit any portion of the Purchaser except in Earnxxx Xxxey when such portion of the event of a default by Seller hereunderEarnxxx Xxxey is due, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall automatically terminate and any Earnxxx Xxxey already deposited shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered released to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract liquidated damages. The parties agree that, unless otherwise agreed to by Seller, the Earnxxx Xxxey shall not be used to fund any repairs or replacements to the Property that are discovered during Purchaser's inspection of the Property.

Earnxxx Xxxey. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Sixty Thousand and No/100 Dollars ($25,000.0060,000.00) to Safeco Land Title of DallasDavix Xxxnt, 5220 Renaissance Tower, 1201 Xxx 106 Xxxx Xxxxxxx Xxxxxx, XxxxxxXxxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx Xxxxxxxxxxxx 00000 (xxe "Title CompanyEscrow Agent"). The Title Company Escrow Agent shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Title Review Period (as defined in Article VI V hereinbelow), then, within two (2) business days after the expiration of the Inspection Title Review Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company Escrow Agent shall immediately disburse the entire $100,000.00 60,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 60,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, but if this Contract closes, then the entire $100,000.00 60,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. Notwithstanding the foregoing or anything to the contrary contained herein, in no event shall the $60,000.00 earnxxx xxxey deposit be disbursed to Seller until or unless Seller has complied with Seller's obligation to withdraw as a party from Case No. 2001-C of 1999. In the event that this Contract is closed, then all earnxxx xxxey shall be applied in partial satisfaction of the purchase price. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.