Common use of Exxxxxx Money Clause in Contracts

Exxxxxx Money. (a) Within three (3) business days following the Effective Date, Purchaser shall deposit with Escrow Agent the sum of Fifty Thousand and No/00 Dollars ($50,000.00) by wire transfer of immediately available funds (the "Initial Exxxxxx Money"). On or before the date which is three (3) business days following the expiration of the Inspection Period (as defined in Section 3.2), in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of the Exxxxxx Money shall nevertheless be paid to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement.

Exxxxxx Money. (a1) Within three (3) business days following Business Days after the Effective Date, as hereinafter defined, Purchaser shall deposit the sum of One Hundred Thousand and 00/100 ($100,000.00) Dollars (the “Initial Deposit”) with First American Title Insurance Company 30 X. XxXxxxx, Suite 310, Chicago, Illinois 60602 (“Title Company”) to be held in escrow in a money market type bank account pursuant to an Escrow Agreement of even date herewith, in the form of Exhibit “C” attached to this Agreement. Purchaser shall be entitled to a refund of the Initial Deposit and all interest accrued on the Initial Deposit: (i) if, upon the expiration of the Due Diligence Period, as hereinafter defined, Purchaser elects not to proceed to purchase the Property, (ii) if, after the Due Diligence Period, Seller is unable to convey to Purchaser good, marketable record and insurable fee simple title to the Real Estate, subject only to the Permitted Exceptions, as defined in Section 5 (b) of this Agreement, or to transfer any material portion of the other Property, (iii) if the Lender’s Consent, as hereinafter defined, has not been obtained by the scheduled Closing Date, as it may be extended in accordance with Section 2 (d) (3) of this Agreement, (iv) if Purchaser shall be entitled to a refund of the Exxxxxx Money under Sections 5 (b), 11, 12 or 13 (b) of this Agreement, or (v) if Seller fails to consummate the Closing for any reason other than for Purchaser’s default under this Agreement. (2) Notwithstanding anything contained in this Agreement to the contrary, in the event Title Company has not received the Initial Deposit by 5:00 p.m., Central Time, on the third (3rd) Business Day after the execution of this Agreement by Purchaser, then Seller shall have the right, in Seller’s sole and absolute discretion, to terminate this Agreement, and upon such termination, neither party shall any further rights or duties under this Agreement. (3) In the event that Purchaser gives notice of its election to proceed in accordance with Section 4 (b) of this Agreement or does not give Seller notice of Purchaser’s election to terminate this Agreement and not proceed to purchase the Property by the end of the Due Diligence Period, then simultaneously with the delivery of Purchaser’s notice of its election to proceed to Seller or upon the end of the Due Diligence Period, whichever is applicable, Purchaser shall deposit with Escrow Agent the sum of Fifty Title Company an additional One Hundred Thousand and No/00 00/100 Dollars ($50,000.00100,000.00) by wire transfer of immediately available funds Dollars (the "“Additional Deposit”), and thereafter the Initial Deposit and the Additional Deposit (the Initial Deposit and the Additional Deposit are hereinafter collectively referred to as the “Exxxxxx Money"). On or before ”) in the date which is three (3) business days following aggregate amount of $200,000.00 shall be non-refundable except upon the expiration occurrence of any of the Inspection Period following: (i) if Seller is unable to convey to Purchaser good, marketable record and insurable fee simple title to the Real Estate, subject only to the Permitted Exceptions, as defined in Section 3.25 (b) of this Agreement, or to transfer any material portion of the other Property, (ii) if the Lender’s Consent has not been obtained by the scheduled Closing Date, as may be extended in accordance with Section 2 (d) (3) of this Agreement, (iii) if Purchaser shall be entitled to a refund of the Exxxxxx Money under Sections 5 (b), 11, 12 or 13 (b) of this Agreement, or (iv) if Seller fails to consummate the Closing for any reason other than for Purchaser’s default under this Agreement. (4) Notwithstanding anything contained in this Agreement to the contrary, in the event Purchaser Title Company has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and received the Additional Exxxxxx MoneyDeposit by 5:00 p.m., and any interest thereon pursuant Central Time, on the second (2nd) Business Day after Purchaser gives notice of its election to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement proceed in accordance with Section 3.24 (b) of this Agreement, or the second (2nd) Business Day after the end of the Due Diligence Period, whichever is applicable, then Seller shall have the right, in Seller’s sole and absolute discretion, to terminate this Agreement, and upon such termination, Title Company shall return the Initial Deposit to Purchaser, and neither party shall any further rights or duties under this Agreement. (5) In the event Purchaser consummates the transaction contemplated hereby, the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The and all interest accrued on the Exxxxxx Money shall be applied to the Purchase Price on Price. Subject to the Closing Date terms and paid conditions set forth in Section 4, in the event Purchaser fails to Seller consummate the transaction contemplated hereby through the escrow process outlined herein, or at Purchaser's election, upon release no fault of the Purchase Price to Seller on the Closing DateSeller, the Exxxxxx Money shall be returned to PurchaserMoney, and shall otherwise be heldplus the accrued interest, creditedshall, disbursed and refunded as provided in the manner set forth herein. For purposes Section 13 (a) of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of the Exxxxxx Money shall nevertheless be paid forfeited to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreementliquidated damages.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within three two (32) business days following after execution and delivery of this Agreement by the Effective Dateparties, Purchaser Buyer shall deposit with Escrow Agent the sum amount of One Hundred Fifty Thousand and No/00 No/100 Dollars ($50,000.00150,000.00) by wire transfer of immediately available funds (the "“Initial Exxxxxx Money"). On or before Deposit”) with Escrow Holder; and (b) if this Agreement has not been terminated prior to the date which is three expiration of the Initial Inspection Period, within two (32) business days following the expiration of the Initial Inspection Period Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars (as defined in Section 3.2), in $600,000.00) (the event Purchaser has not sooner terminated this Agreement “Final Deposit”) with Escrow Holder. Escrow Holder shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with the terms hereofthis Agreement. However, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand unless and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on until the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Dateoccurs under this Agreement, the Exxxxxx Money shall be returned held and disbursed by Escrow Holder pursuant to Purchaser, this Agreement which shall also serve as escrow instructions to Escrow Holder. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall otherwise be held, credited, disbursed and refunded evidenced by Escrow Holder’s execution of this Agreement in the manner set forth herein. For purposes space provided at the end of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for . The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the following reasons: (i) pursuant Escrow Holder to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller defaultbe split equally by Buyer and Seller. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of the Exxxxxx Money shall nevertheless be paid to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement.

Exxxxxx Money. In order to secure Purchaser’s performance of this Agreement, Purchaser shall, within two (a) Within three (32) business days following after the Effective DateDate of this Agreement, Purchaser shall deposit with Escrow Agent the sum of Fifty Thousand and No/00 Dollars FOUR MILLION AND NO/100 DOLLARS ($50,000.004,000,000.00) by wire transfer of immediately in cash or other readily available funds with Heritage Title Insurance Company of Austin, Inc., (the "Initial “Title Company”) at its offices at 400 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attn: Axx Xxxxxx. All cash deposited with the Title Company pursuant to the terms hereof is referred to herein collectively as the “Exxxxxx Money"). On .” The Exxxxxx Money will be placed in an interest bearing account at one or before more state or federally chartered banks while under the date which is three (3) business days following the expiration control of the Inspection Period (Title Company, and all interest earned thereon will become part of the Exxxxxx Money hereunder. Purchaser will promptly execute and deliver to the Title Company all documents and certificates as defined are required by Title Company to invest the Exxxxxx Money in Section 3.2), in an interest bearing account. If the event Purchaser has not sooner terminated this Agreement transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in applied against the manner set forth hereinPurchase Price at Closing. For purposes of this Agreement, "Purchaser Permitted Termination Event" means If the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser transaction is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any eventso consummated, if Purchaser is entitled to have the Exxxxxx Money returned shall be held and delivered by the Title Company as hereinafter provided. Upon the expiration of the “SDP Contingency Period” (defined in Section 4.03.A), the Exxxxxx Money will only be refundable to Purchaser pursuant to upon a Seller Default or upon any provision specific termination right of this Agreement, One Hundred and No/00 Dollars ($100.00) Purchaser that expressly provides for the refund of the Exxxxxx Money shall nevertheless to Purchaser and, otherwise, will be paid delivered to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating when provided under the Property and performing its due diligence investigation provisions of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement.

Exxxxxx Money. (aA) Within Purchaser shall deliver to Republic Title of Texas, Inc., 2000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Jxxx Xxxxxx (“Escrow Agent”), as agent for a national title underwriter acceptable to Purchaser (“Title Company”), within three (3) business days following after the “Effective Date” (as defined below), Purchaser shall an exxxxxx money deposit with Escrow Agent (the sum “Initial Deposit”) in the amount of Fifty Five Hundred Thousand and No/00 no/100 Dollars ($50,000.00) by wire transfer of immediately available funds (the "Initial Exxxxxx Money"500,000.00). On or before In the date which is event that Purchaser delivers the “Closing Notice” (as defined in Section 4.1.1 of this Agreement) to Seller, then within three (3) business days following the expiration of the Inspection Period “Approval Period” (as defined in Section 3.24.1.1 of this Agreement), Purchaser shall make an additional deposit (the “Additional Deposit”) with Escrow Agent in the event amount of ($500,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Exxxxxx Money”. The Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser has not sooner terminated shall direct. If the sale of the Property is consummated under this Agreement, the Exxxxxx Money shall be paid to Seller and applied as a credit against the Purchase Price at Closing. If Purchaser terminates this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant right to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights terminate granted to Purchaser to purchase by the Property and if Purchaser has not terminated terms of this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing DateAgreement, the Exxxxxx Money shall be returned to PurchaserPurchaser by Escrow Agent, and neither party hereto shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of have any further rights or obligations under this Agreement, "Purchaser Permitted Termination Event" means Agreement except for such obligations which by their terms expressly survive the termination of this Agreement by Purchaser for any of (the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default“Surviving Obligations”). (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of the Exxxxxx Money shall nevertheless be paid to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement.

Exxxxxx Money. (a) Within three (3) business days following Concurrently with the Effective Dateexecution of this Agreement, Purchaser shall deposit with Escrow Agent the sum of Fifty Thousand FIVE MILLION and No/00 No/100 Dollars ($50,000.00) by wire transfer of immediately available funds (5,000,000)(together with all interest earned on such sums, the "Initial “Exxxxxx Money"). On ”) in good funds, either by certified bank or before cashier’s check or by federal wire transfer, with Partners Title Company (“Escrow Agent”) having its office at 700 Xxxx Xxxxxx, Xxxxx 0000X, Xxxxxxx, Xxxxx, 00000, Attention: Rxxx Xxxxxxxx, Facsimile No.: (000) 000-0000. (b) Upon the date which is three delivery (3or required delivery) business days following the expiration of all or any portion of the Inspection Period Exxxxxx Money by Purchaser to Escrow Agent, the Exxxxxx Money (as defined in Section 3.2)including any portion thereof that is required to be delivered but has not been delivered by Purchaser) shall be fully earned by Seller and non-refundable to Purchaser for any reason whatsoever, except that Purchaser shall be entitled to a return of the Exxxxxx Money in the event Purchaser has not sooner terminated this Agreement is timely terminated as a result of Purchaser’s election to terminate strictly in accordance with and pursuant to (i) Section 2.3(b) below, (ii) Section 4.8 below, or (iii) Section 7.2 below (following the occurrence of a major casualty). (c) Escrow Agent shall hold the Exxxxxx Money in an interest-bearing account in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum and conditions of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occursAgreement. The Exxxxxx Money shall be applied invested in obligations of, or obligations guaranteed as to principal and interest by, the U.S. government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. investments approved by Purchaser. All interest accruing on such sums shall become a part of the Exxxxxx Money and shall be distributed as Exxxxxx Money in accordance with the terms of this Agreement. Notwithstanding any provision of this Agreement to the Purchase Price contrary, in no event shall Seller have any responsibility or liability to Purchaser in connection with the accrual or payment of interest on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release any portion of the Purchase Price Exxxxxx Money. (d) Time is of the essence for the delivery of Exxxxxx Money under this Agreement and the failure of Purchaser to Seller on the Closing Date, timely deliver any portion of the Exxxxxx Money shall be returned to Purchasera material default, and shall otherwise be heldentitle Seller, creditedat Seller’s sole option, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of to terminate this Agreement by Purchaser for any of the following reasons: (i) pursuant immediately and to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of the Exxxxxx Money shall nevertheless be paid pursue all remedies available to Seller as good under this Agreement and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreementapplicable law.

Exxxxxx Money. (a) Concurrently with the execution and delivery of this Agreement, Purchaser, Seller and Escrow Agent have executed escrow instructions of even date herewith (the “Escrow Instructions”), the form of such Escrow Instructions being attached hereto as Exhibit “G”. (b) Within three one (31) business days Business Day following the Effective Date, Purchaser shall deposit with Escrow Agent the a sum of Fifty Five Hundred Thousand and No/00 No/100 Dollars ($50,000.00500,000.00) in cash as an exxxxxx money deposit (together with any interest earned thereon, the “First Deposit”) by wire transfer to Escrow Agent. If the First Deposit is not timely made, then notwithstanding anything to the contrary in this Agreement, Seller may terminate this Agreement at any time prior to receipt by the Escrow Agent of the First Deposit, in which case this Agreement shall terminate. (c) If the Contingency Period expires without Purchaser having terminated this Agreement, then no later than 5:00 p.m., Eastern Time, on the Business Day immediately available funds after the Contingency Period expires, Purchaser shall deposit a sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) in cash as an exxxxxx money deposit (together with any interest earned thereon, the “Second Deposit”) by wire transfer to Escrow Agent (the "Initial First Deposit and the Second Deposit and any interest earned thereon (less the Independent Consideration, if applicable) are collectively referred to herein as the “Exxxxxx Money"”). On or before Failure of Purchaser to make the date which is three (3Second Deposit as required pursuant to this Section 2.2(c) business days following shall be deemed a material default by Purchaser under this Agreement and Seller may terminate this Agreement by written notice to Purchaser and Escrow Agent at any time prior to receipt by the expiration Escrow Agent of the Inspection Period Second Deposit, whereupon Escrow Agent shall disburse the First Deposit to Seller and the parties shall thereafter have no further rights or liabilities under this Agreement, except that (as defined i) each party shall pay one-half (1/2) of the expenses of escrow, and (ii) each party shall continue to be obligated under the Surviving Obligations. (d) The Exxxxxx Money shall be delivered to and held by Escrow Agent in Section 3.2), escrow in an interest-bearing account pursuant to the event Purchaser has not sooner terminated terms of this Agreement and the Escrow Instructions. If the Closing occurs in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum and provisions of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing DateAgreement, the Exxxxxx Money shall be returned paid to PurchaserSeller and credited against the Purchase Price. If the Closing does not occur, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of the Exxxxxx Money shall nevertheless be paid to Seller held and delivered as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, provided in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement. (e) Seller and Purchaser acknowledge and agree that if Purchaser does not terminate this Agreement as set forth in Section 1.3(g), the Exxxxxx Money will be deemed earned by Seller and non-refundable to Purchaser for any reason except as otherwise specifically set forth in this Agreement.

Exxxxxx Money. (a) Within three two (32) business days following the Effective Datefull execution of this Agreement by Seller and Purchaser, Purchaser shall deposit with Chicago Title Insurance Company (“Escrow Agent Agent”) having its office at 700 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, Attention: Mxxxxx Xxxxxxx, the sum of Fifty Thousand and No/00 Dollars FOUR MILLION AND NO/100 DOLLARS ($50,000.004,000,000) by wire transfer of immediately available funds (the "Initial “Exxxxxx Money"”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. The full amount of the Exxxxxx Money is deemed earned by Seller when delivered pursuant hereto by Purchaser and is fully non-refundable to Purchaser except in the event (A) of the Ground Lessor’s exercise of the right of first refusal set forth in Section 3.4, if applicable, or (B) that this Agreement is timely terminated as a result of Purchaser’s election to terminate strictly in accordance with and pursuant to Section 2.3(b). On , Section 4.6, Section 4.8, Section 6.2, or before Section 7.2 below, in which case the date which is three full amount of the Exxxxxx Money shall be refunded to Purchaser within two (32) business days following the expiration after receipt of the Inspection Period notice of exercise of such right or notice of such termination. (as defined b) [Intentionally Omitted]. (c) Escrow Agent shall hold the Exxxxxx Money in Section 3.2), in the event Purchaser has not sooner terminated this Agreement an interest-bearing account in accordance with the terms hereof, Purchaser and conditions of this Agreement. All interest accruing on such sums shall deposit with Escrow Agent become a part of the additional sum of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein distributed as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned to Purchaser, and shall otherwise be held, credited, disbursed and refunded in the manner set forth herein. For purposes terms of this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to . Notwithstanding any provision of this AgreementAgreement to the contrary, One Hundred and No/00 Dollars ($100.00) in no event shall Seller have any responsibility or liability to Purchaser in connection with the accrual or payment of interest on any portion of the Exxxxxx Money. (d) Time is of the essence for the delivery of Exxxxxx Money under this Agreement and the failure of Purchaser to timely deliver any portion of the same shall nevertheless be paid a material default, and shall entitle Seller, at Seller’s sole option, to terminate this Agreement immediately and to pursue all remedies available to Seller as good under this Agreement and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreementapplicable law.

Exxxxxx Money. (a) Within three (3) business days following after the Effective DateDate of this Agreement, Purchaser shall deposit with Escrow Agent the sum of Fifty Five Hundred Thousand and No/00 00/100 Dollars ($50,000.00500,000.00) by wire transfer of immediately available funds (the "“Initial Exxxxxx Money"”) in escrow with Chicago Title Insurance Company, 10 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX, Attention: Kxxxx XxXxx (the “Title Company”), in its capacity as escrowee. On or before the date which is three (3) business days following the Upon expiration of the Inspection Period Period, provided that Purchaser has not terminated this Agreement pursuant to Section 2.2(b) hereof or as otherwise provided herein, Purchaser shall deposit the sum of Four Hundred Thousand and 00/100 Dollars ($400,000.00) (the “Additional Exxxxxx Money”; the Additional Exxxxxx Money together with the Initial Exxxxxx Money, and any Extension Deposit (if and to the extent made pursuant to Section 2.4 hereof), being hereinafter referred to, collectively, as defined the “Exxxxxx Money”) in escrow with the Title Company. Except as otherwise provided in this Agreement, the Exxxxxx Money shall become non-refundable in the amounts and upon the dates as specified in the schedule provided in Section 3.2)2.4(b) hereof; provided, however, that the Exxxxxx Money shall be fully refundable to Purchaser in the event Purchaser has not sooner terminated exercises any of its rights to terminate this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional sum and conditions of Nine Hundred Fifty Thousand and No/00 Dollars ($950,000.00) by wire transfer of immediately available funds (the "Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occursAgreement. The Exxxxxx Money shall be applied invested in an interest bearing account or other investment medium reasonably acceptable to Purchaser, and held in escrow and disbursed by the Purchase Price Title Company strictly in accordance with the terms and provisions of a joint order escrow agreement in such form provided by the Title Company and reasonably agreed to by Seller and Purchaser. All interest accrued on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Exxxxxx Money shall be returned deemed to Purchaser, and shall otherwise be held, credited, disbursed and refunded in part of the manner set forth hereinExxxxxx Money. For purposes the avoidance of doubt, except as otherwise provided in this Agreement, "Purchaser Permitted Termination Event" means the termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the event of "major" damage to the Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned is non-refundable to Purchaser pursuant to any provision of this Agreement, One Hundred and No/00 Dollars ($100.00) of but shall be applicable against the Exxxxxx Money shall nevertheless be paid to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the Property and performing its due diligence investigation of the Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this AgreementPurchase Price at Closing.