Common use of Purchase and Sale; Purchase Price Clause in Contracts

Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions contained herein, Seller agrees to sell the Subject Property to Purchaser and Purchaser agrees to purchase the Subject Property from Seller. The purchase price (“Purchase Price”) for the Subject Property shall, subject to the provisions contained in this Agreement, be an amount equal to $4,700,000.00, plus or minus prorations. The Purchase Price will be payable at Closing, plus or minus prorations, credits and adjustments as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance of its obligations hereunder, simultaneously with the execution of this Agreement, Purchaser will deposit with Grubb&Ellis|Coldstream Real Estate Advisors, Inc. (“Coldstream”) on the first business day after Purchaser’s receipt of this Agreement signed by Seller, xxxxxxx money in the amount of $25,000.00 (the “Xxxxxxx Money”). In the event Purchaser has not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth in Paragraph 4.1 below) day after the Document Receipt Date (as defined below), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount shall be deemed to be part of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 above.

Purchase and Sale; Purchase Price. 2.1 Subject (1) Upon and subject to the terms and conditions contained hereinhereof, Seller GF BVI shall sell the Purchased Essakane BVI Shares and Orogen shall sell the Purchased Manager Shares to the Purchaser, and the Purchaser shall purchase the Purchased Shares and the Intercompany Account, at the Time of Closing free and clear of all Liens. The Manager hereby agrees to sell the Subject Property to purchase of the Intercompany Account by the Purchaser and Purchaser agrees to purchase the Subject Property from Seller. Orogen. (2) The aggregate purchase price for the Purchased Shares and the Intercompany Account (the “Purchase Price”) shall be US $200,000,000, plus an additional US $5,000,000 on the basis set out below, at the election of the Purchaser by written notice delivered to the Selling Companies no later than 10 Business Days prior to the earlier of Financial Close and the Gold Fields Outside Date, either: (a) in a combination of cash and Consideration Securities (the “Partial Securities Election”), as follows: (i) US $150,000,000 in cash at Closing less the amount in Section 2.01(2)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Subject Property shallIntercompany Account; (iii) US $50,000,000, subject by the issuance at Closing by Resources of the Consideration Securities to GF BVI; and (iv) US $5,000,000, which amount shall be conditional upon and shall be paid by the provisions contained in this Agreement, be an amount equal Purchaser to $4,700,000.00, plus GF BVI if and when (x) Control of Resources or minus prorations. The Purchase Price will be payable at Closing, plus or minus prorations, credits and adjustments as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance the Purchaser changes within 12 months from the date of its obligations hereunder, simultaneously with the execution signature of this Agreement, Purchaser or (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will deposit with Grubb&Ellis|Coldstream Real Estate Advisorsbe required under this Section 2.01(2)(a)(iv) if, Inc. (“Coldstream”) on between the first business day after Purchaser’s receipt date of signature of this Agreement signed by Sellerand the time of such change of Control or transfer of assets, xxxxxxx money Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000; or (b) in the amount of $25,000.00 cash (the “Xxxxxxx MoneyFull Cash Election”). , as follows: (i) US $200,000,000 in cash at Closing less the amount in Section 2.01(2)(ii)(b)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Intercompany Account; and (iii) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to GF BVI if and when (x) Control of Resources or the Purchaser changes within 12 months from the date of signature of this Agreement, or (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will be required under this Section 2.01(2)(b)(iii) if, between the date of signature of this Agreement and the time of such change of Control or transfer of assets, Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000. (3) In the event that the Purchaser has does not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth deliver a written notice in Paragraph 4.1 below) day after the Document Receipt Date (as defined belowa timely manner in accordance with Section 2.01(2), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount it shall be deemed to be part of have made the Xxxxxxx Money). Full Cash Election. (4) The Xxxxxxx Money Purchase Price shall be invested in a federally insured interest-bearing account, allocated among the Purchased Shares and all interest thereon shall be credited against paid to the Purchase Price unless Purchaser defaults hereunder and does not cure such default within Selling Companies as follows: (a) In the time permitted by Paragraph 7.1 hereof, in which event such interest shall become that the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 above.Partial Securities Election is made:

Purchase and Sale; Purchase Price. 2.1 Subject (1) Upon and subject to the terms and conditions contained hereinhereof, Seller GF BVI shall sell the Purchased Essakane BVI Shares and Orogen shall sell the Purchased Manager Shares to the Purchaser, and the Purchaser shall purchase the Purchased Shares and the Intercompany Account, at the Time of Closing free and clear of all Liens. The Manager hereby agrees to sell the Subject Property to purchase of the Intercompany Account by the Purchaser and Purchaser agrees to purchase the Subject Property from Seller. Orogen. (2) The aggregate purchase price for the Purchased Shares and the Intercompany Account (the “Purchase Price”) shall be US $200,000,000, plus an additional US $5,000,000 on the basis set out below, at the election of the Purchaser by written notice delivered to the Selling Companies no later than 10 Business Days prior to the earlier of Financial Close and the Gold Fields Outside Date, either: (a) in a combination of cash and Consideration Securities (the “Partial Securities Election”), as follows: (i) US $150,000,000 in cash at Closing less the amount in Section 2.01(2)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Subject Property shallIntercompany Account; (iii) US $50,000,000, subject by the issuance at Closing by Resources of the Consideration Securities to GF BVI; and (iv) US $5,000,000, which amount shall be conditional upon and shall be paid by the provisions contained in this Agreement, be an amount equal Purchaser to $4,700,000.00, plus GF BVI if and when (x) Control of Resources or minus prorations. The Purchase Price will be payable at Closing, plus or minus prorations, credits and adjustments as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance the Purchaser changes within 12 months from the date of its obligations hereunder, simultaneously with the execution signature of this Agreement, Purchaser or (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will deposit with Grubb&Ellis|Coldstream Real Estate Advisorsbe required under this Section 2.01(2)(a)(iv) if, Inc. (“Coldstream”) on between the first business day after Purchaser’s receipt date of signature of this Agreement signed by Sellerand the time of such change of Control or transfer of assets, xxxxxxx money Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000; or (b) in the amount of $25,000.00 cash (the “Xxxxxxx MoneyFull Cash Election”), as follows: (i) US $200,000,000 in cash at Closing less the amount in Section 2.01(2)(ii)(b)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Intercompany Account; and (iii) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to GF BVI if and when (x) Control of Resources or the Purchaser changes within 12 months from the date of signature of this Agreement, or (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will be required under this Section 2.01(2)(b)(iii) if, between the date of signature of this Agreement and the time of such change of Control or transfer of assets, Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000. (3) In the event that the Purchaser does not deliver a written notice in a timely manner in accordance with Section 2.01(2), it shall be deemed to have made the Full Cash Election. (4) The Purchase Price shall be allocated among the Purchased Shares and paid to the Selling Companies as follows: (a) In the event that the Partial Securities Election is made: Purchased Essakane Shares US$ 183,032,844 GF BVI US$ 133,032,844 All Purchased Manager Shares US$ 4,311 Orogen US$ 4,311 Nil Intercompany Account US$ 21,962,845 Orogen US$ 21,962,845 Nil (b) In the event that the Full Cash Election is made: Purchased Essakane Shares US$ 183,032,844 GF BVI US$ 183,032,844 Purchased Manager Shares US$ 4,311 Orogen US$ 4,311 Intercompany Account US$ 21, 962,845 Orogen US$ 21, 962,845 (5) Except as otherwise provided, all payments under this Agreement shall be made by the Party making the payment to the Party receiving the payment by wire transfer in same day funds. A Party wishing to receive payment by wire transfer or to direct payment to another Person shall provide written instructions to the Party making the payment not later than the second Business Day prior to the time that payment is to be made. (6) The Parties will, commencing upon the date of signature of this Agreement, endeavour to agree, by no later than the fifth Business Day (the “Discussion Day”) following the date of signature of this Agreement, the basis upon which the Other Securities Price will be determined, if required for purposes of calculating the Offering Price. In the event Purchaser has that the Parties are, by the end of the Discussion Day, unable to agree upon the basis for calculation of the Other Security Price, they will refer the matter to a mutually agreed Canadian independent investment bank, acting through its equity capital markets group, (the “Expert”), who shall, perform all preparatory work required in their discretion in order to enable them to determine the Other Securities Price within the time periods required in this Section 2.01(6). The Expert shall act as an expert and not terminated this Agreement on or as an arbitrator and shall deliver its opinion to the Parties no later than 1 Business Day prior to the 30th (date of the Final Prospectus. In preparing its opinion the Expert will consult with the agents or 45th, if Purchaser has exercised underwriters responsible for the extension right set forth in Paragraph 4.1 below) day after Resources Public Offering. The opinion of the Document Receipt Date (as defined below), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount Expert shall be deemed in writing and shall be of a standard and in a form that would permit the opinion to be part publicly disclosed if required. The determination of the Xxxxxxx Money)Expert will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. The Xxxxxxx Money shall In the event that the Parties are unable to agree upon the selection of the Expert by the Business Day immediately following the Discussion Day, the Expert shall, upon the request of any Party, be invested in a federally insured interest-bearing account, selected by the President of the Prospectors and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property Developers Association of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 aboveCanada.

Purchase and Sale; Purchase Price. 2.1 Subject to (a) On the terms and subject to the conditions contained hereinof this Agreement, at the Closing (as defined in Section 2.1), each Seller agrees shall sell to sell the Subject Property to Purchaser Purchaser, and Purchaser agrees to shall purchase from each Seller, the Subject Property from Seller. The Shares represented by the stock certificates listed on Schedule 1.1 hereof, free and clear of all Liens, restrictions and claims of all kind for an aggregate purchase price equal to $43,900,000 (the “Purchase Price”). (b) for the Subject Property shall, subject to the provisions contained in this Agreement, be an amount equal to $4,700,000.00, plus or minus prorations. The Purchase Price will shall be payable as follows: (i) Purchaser shall pay Sellers an aggregate sum of $42,900,000 in cash at Closing, plus or minus prorations, credits and adjustments as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance of its obligations hereunder, simultaneously Closing in accordance with the execution provisions of this Agreement, Section 2.2 hereof; and (ii) Purchaser will shall deposit with Grubb&Ellis|Coldstream Real Estate Advisors, Inc. (“Coldstream”) on the first business day after Purchaser’s receipt of this Agreement signed by Seller, xxxxxxx money in the amount of $25,000.00 1,000,000 (the “Xxxxxxx MoneyEscrow Amount”). In ) in an escrow account (the event Purchaser has not terminated this Agreement on or prior “Escrow Account”) with an escrow agent (the “Escrow Agent”) to be agreed upon by the 30th (or 45th, if Purchaser has exercised Company and the extension right set forth in Paragraph 4.1 below) day after the Document Receipt Date Representative (as defined belowin Section 1.1(c)) pursuant to the terms of an Escrow Agreement in the form attached as Exhibit A (the “Escrow Agreement”), such funds to be held by the Escrow Agent in accordance with the provisions of Section 1.2 hereof, and any amounts remaining in the Escrow Account on the third anniversary of the Closing Date shall be paid to the Representative, on behalf of the Sellers. (c) The Sellers hereby appoint Xxxxxxx X. Xxxxxx, as representative (the “Representative”), who shall act on behalf of Sellers with respect to any post-Closing matters arising under this Agreement, including any matters arising under the Escrow Account. Each Seller acknowledges and agrees that the allocation of any amounts paid to Sellers or Representative pursuant to this Section 1.1 among such Sellers is the sole responsibility of Sellers, and each Seller agrees that (i) Purchaser shall deposit an additional $75,000.00 have no obligation or other responsibility with Coldstream respect to such allocation and (ii) he or she shall indemnify and hold harmless Purchaser for any liability associated with any such amount shall be deemed to be part allocation of payments among Sellers. Sellers have provided Purchaser with written instructions setting forth the agreed allocation among the Sellers of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing accountamounts payable pursuant to each subsection of Section 1.1(b) hereof, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder is authorized to rely on such instructions and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 aboveallocation.

Purchase and Sale; Purchase Price. 2.1 a. Subject to the terms and conditions contained set forth herein, at the Closing, the Seller agrees shall sell, assign, transfer, convey and deliver to sell the Subject Property Purchaser, and the Purchaser shall purchase from the Seller, free and clear of any Encumbrances, all of the Seller’s right, title and interest in, to Purchaser and Purchaser agrees to purchase under the Subject Property from SellerAssets (as defined below). The Seller shall not transfer or assign to the Purchaser, and the Purchaser shall not accept, any liabilities and obligations arising from or relating to Assets and all such obligations and liabilities shall remain with the Seller. b. The aggregate purchase price for the Assets (as defined below) shall be $2,500,000 (the “Purchase Price”). c. $500,000 (the “Initial Amount”) for the Subject Property shallshall be paid or deemed paid, subject as applicable, to the provisions contained Seller by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser as follows: i. The Offset Amount has already been paid by the Purchaser to the Seller as of the date of this Agreement, Agreement and shall be an amount equal deemed a payment by the Purchaser to $4,700,000.00, plus or minus prorations. The Purchase Price will be payable at Closing, plus or minus prorations, credits and adjustments as hereinafter set forththe Seller towards the Initial Amount. 2.2 To secure Purchaser’s prompt and faithful performance ii. $350,000 shall be paid to the Seller immediately following the execution of its obligations hereunder, simultaneously with this Agreement (the “Execution Payment”). iii. $100,000 shall be paid to the Seller not later than one month following the execution of this Agreement. d. $2,000,000 (the “Second Phase Payments”) shall be paid to the Seller by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser under one of the following two options in the Purchaser’s sole discretion: i. The Purchaser may pay $2,000,000 on August 22, 2016; or ii. The Purchaser will deposit with Grubb&Ellis|Coldstream Real Estate Advisors, Inc. may pay the following amounts (“Coldstream”which include interest on the Second Phase Payments) on the first business day after following dates: 550,000 August 22, 2016 550,000 February 22, 2017 550,000 August 22, 2017 550,000 February 22, 2018 All payments by the Purchaser to the Seller shall be made payable to KLH Properties, LLC, an Illinois corporation (“KLH”), or such other party as the Seller may designate in advance in writing to the Purchaser’s receipt . For the avoidance of doubt, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, including without limitation KLH, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement signed by Seller, xxxxxxx money in the amount of $25,000.00 (the “Xxxxxxx Money”). In the event Purchaser has not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth in Paragraph 4.1 below) day after the Document Receipt Date (as defined below), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount shall be deemed to be part of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 aboveAgreement.

Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions contained hereinherein contained, Seller agrees to sell the Subject Property to Purchaser Purchaser, and Purchaser agrees to purchase the Subject Property from Seller, the Property. The total purchase price for the Property shall be the sum of Ten Million Seven Hundred Fifty Thousand and 00/100 Dollars (“$10,750,000.00) (the "Purchase Price”"). The Purchase Price shall be allocated as follows: $8,943,333.34 to the shopping center, $806,666.66 to the Burger King, and $1,000,000.00 to Chipotle. 2.2 The Purchase Price shall be payable by Purchaser to Seller at the Closing (as hereinafter defined) for the Subject Property shallby wire transfer of funds, subject to the provisions contained adjustments and prorations set forth in this Agreement, be an amount equal to $4,700,000.00, plus or minus prorations. The Purchase Price will be payable the Closing Statement (as hereinafter defined) executed by Seller and Purchaser at Closing, plus or minus prorations, credits and adjustments as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance of its obligations hereunder, simultaneously with 2.3 Within two (2) Business days after the execution of this AgreementEffective Date, Purchaser will shall deposit with Grubb&Ellis|Coldstream Real Estate AdvisorsFidelity National Title Insurance Company, Inc. 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxx (“Coldstream”) on the first business day after Purchaser’s receipt of this Agreement signed by Seller"Escrow Agent"), in escrow, an xxxxxxx money deposit in the amount of One Hundred Thousand and 00/100 Dollars ($25,000.00 100,000.00) (the “Xxxxxxx Money”"Initial Deposit"). In the event that Purchaser has not terminated this Agreement on or pursuant to Section 3.2 hereof notifies Seller prior to the 30th end of the Inspection Period that Purchaser desires to proceed with the purchase of the Property, then within two (or 45th, if Purchaser has exercised the extension right set forth in Paragraph 4.1 below2) day after the Document Receipt Date (as defined below), business days thereafter Purchaser shall deposit an additional One Hundred Fifty Thousand and 00/100 Dollars ($75,000.00 150,000.00) ("Additional Deposit") in escrow with Coldstream the Escrow Agent (the Initial Deposit and Additional Deposit, together with interest earned thereon, are collectively referred to as the "Deposit"). The Deposit shall become non-refundable to Purchaser except as expressly provided herein. The Deposit shall be held in escrow by Escrow Agent pending the Closing. In the event that Purchaser timely delivers to Seller the Notice to Proceed (hereinafter defined), then at and upon Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller unless (i) such amount failure to consummate this transaction is due to the default of Seller as provided for hereunder; (ii) the failure of any condition required as a condition for the Purchaser to close; (iii) this Agreement is terminated by Purchaser pursuant to the express provisions hereof; or (iv) as otherwise explicitly stated herein. The parties agree that the liability of the Escrow Agent to the parties hereto shall be only as expressly set forth in this Agreement. It is specifically agreed that the Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions hereunder, but shall be liable only for bad faith or gross negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding the Escrow Agent is or may be a party, the Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into the appropriate State or Federal Court having jurisdiction in Georgia and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. The Deposit shall be invested by the Escrow Agent in an interest bearing account, and the interest shall be deemed to be constitute part of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 aboveDeposit.

Purchase and Sale; Purchase Price. 2.1 Subject (a) At the Closing, each of the Sellers shall sell, and the Company shall purchase, each such Seller’s entire right, title and interest in and to the terms Real Property and conditions contained hereineach such Seller’s entire right, Seller agrees title and interest in and to sell the Subject Property to Purchaser Tangible Personal Property, Intangible Personal Property, Assumed Contracts and Purchaser agrees to purchase Parking Agreements (the Subject Property from Seller. “Associated Property”) free and clear of all liens, claims, security interests, restrictions, and encumbrances of any nature, except for the Permitted Exceptions (collectively, the “Purchased Property”). (b) The purchase price (“Purchase Price”) for the Subject Purchased Property shall, subject to the provisions contained in this Agreement, shall be an amount equal to an amount that is Four Million and 00/100 Dollars ($4,700,000.004,000,000) (“Base Amount”), plus or minus prorations(as the case may) the Prorations as set forth in Article XII (the “Purchase Price”). The Each of the Sellers, on a joint and several basis, shall pay such Seller’s Seller XXX Xxxxx (as defined below) percentage of one hundred percent (100%) of the Seller Transaction Costs set forth on the Closing Statement calculated pursuant to Section 10.3(a), but may direct the Company to pay all or part of such amount, in which case such payment shall be netted against and reduce the payment to be made by the Company to such Seller and such payments shall be reflected on the Closing Statement. Xxxxxxx, LLC and Cloud 9, LLC shall each be paid 35% of the net amount (i.e., the Purchase Price net of Seller Transaction Costs paid by the Company, if any) and Propartners in Parking shall be paid 30% of the net amount ( as to each Seller, the “Seller XXX Xxxxx”) at Closing in accordance with Sections 2.3. If the net Prorations result in a credit to the Company that exceeds the Base Amount, then, at Closing, Sellers shall pay the net amount of said credit above the Base Amount to the Company in accordance with the Closing Statement, and, in such event, the Purchase Price will be payable at Closing, plus or minus prorations, credits zero and adjustments as hereinafter set forth00/100 dollars ($0.00). 2.2 To secure Purchaser’s prompt and faithful performance of its obligations hereunder, simultaneously with the execution of this Agreement, Purchaser will deposit with Grubb&Ellis|Coldstream Real Estate Advisors, Inc. (“Coldstream”) on the first business day after Purchaser’s receipt of this Agreement signed by Seller, xxxxxxx money in the amount of $25,000.00 (the “Xxxxxxx Money”). In the event Purchaser has not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth in Paragraph 4.1 below) day after the Document Receipt Date (as defined below), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount shall be deemed to be part of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 above.

Purchase and Sale; Purchase Price. 2.1 Subject to At the Closing, and upon the terms and subject to the conditions contained hereinof this Agreement, (a) Seller agrees to sell and convey to Buyer the Subject Property to Purchaser Properties, and Purchaser (b) Buyer agrees to purchase purchase, accept and pay for the Subject Property from SellerProperties and to assume the Assumed Obligations. The In consideration for the sale of the Properties, Buyer will pay to Seller the purchase price of ONE HUNDRED THIRTY-SIX MILLION FOUR HUNDRED EIGHTY-FIVE THOUSAND TWO HUNDRED NINETY-THREE DOLLARS ($136,485,293.00), adjusted as set forth herein (the “Purchase Price”), in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by Seller to Buyer in writing) for the Subject Property shallaccount of Seller. Within two (2) Business Days after the later of (i) the Execution Date or (ii) the execution and delivery of the Escrow Agreement by all parties thereto, subject Buyer will deliver an xxxxxxx money deposit to Xxxxx Fargo Bank, National Association (the provisions contained in this Agreement, be an amount “Escrow Agent”) equal to $4,700,000.00fifteen percent (15%) of the unadjusted Purchase Price (the “Deposit”), plus and such amount, including any interest or minus prorationsother amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement (the “Escrow Fund”), is to be held in accordance with the terms of an Escrow Agreement substantially in the form of Exhibit E attached hereto (the “Escrow Agreement”). The Parties shall instruct the Escrow Agent to release the funds in accordance with Section 11.3 and the Escrow Agreement. The Purchase Price will be payable at Closing, plus or minus prorations, credits and adjustments adjusted as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance of its obligations hereunder, simultaneously with the execution of this Agreement, Purchaser will deposit with Grubb&Ellis|Coldstream Real Estate Advisors, Inc. (“Coldstream”) on the first business day after Purchaser’s receipt of this Agreement signed by Seller, xxxxxxx money in the amount of $25,000.00 (the “Xxxxxxx Money”). In the event Purchaser has not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth below in Paragraph 4.1 below) day after the Document Receipt Date (as defined below), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount shall be deemed to be part of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 abovethis Section ‎2.

Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions contained hereinherein contained, Seller agrees to sell the Subject Property to Purchaser Purchaser, and Purchaser agrees to purchase the Subject Property from Seller, the Property. The total purchase price (the “Purchase Price”) for the Subject Property shallshall be the sum of Seventeen Million Five Hundred Thousand and 00/100 Dollars ($17,500,000.00). 2.2 The Purchase Price shall be payable by Purchaser to Seller at the Closing (as hereinafter defined) by wire transfer of funds, subject to the adjustments and prorations set forth in the Closing Statement (as hereinafter defined) executed by Seller and Purchaser at Closing. 2.3 Within two (2) business days after the Effective Date, Purchaser shall deposit with Fidelity National Title Insurance Company (the “Escrow Agent”), 1000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000, Attention: Mxxxxx Xxxxxxx, Esq. (phone 200-000-0000; email Mxxxxx.Xxxxxxx@xxx.xxx), in escrow, an exxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”). The sum of $100 of the Initial Deposit shall be deemed independent contract consideration and, notwithstanding anything herein contained to the contrary, shall be paid to Seller in the event of any termination of this Agreement other than on account of any Seller default hereunder. In the event that Purchaser timely provides a Satisfaction Notice (as hereinafter defined) prior to the end of the Inspection Period (as hereinafter defined) that Purchaser desires to proceed with the purchase of the Property, then the Initial Deposit shall immediately become non-refundable to Purchaser except as otherwise provided herein and Purchaser shall deposit, in escrow with Escrow Agent, the additional sum (the “Additional Deposit”) of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) within two (2) business days after the earlier of the date that Purchaser notifies Seller that it desires to proceed with the purchase of the Property and the expiration of the Inspection Period. The Initial Deposit and the Additional Deposit, to the extent paid, together with interest earned thereon is hereinafter referred to as the “Deposit”. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At and upon Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller unless (i) such failure to consummate this transaction is due to the default of Seller as provided for hereunder; (ii) the failure of any condition required as a condition for Purchaser to close; or (iii) this Agreement is terminated by Purchaser pursuant to the express provisions contained hereof. The parties agree that the liability of the Escrow Agent to the parties hereto shall be only as expressly set forth in this Agreement, . It is specifically agreed that the Escrow Agent shall not be an amount equal to $4,700,000.00, plus liable for any mistake or minus prorations. The Purchase Price will be payable at Closing, plus or minus prorations, credits and adjustments as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance error of judgment in the discharge of its obligations functions hereunder, simultaneously with but shall be liable only for bad faith or gross negligence. In the execution event that there shall be any action or legal proceedings involved or arising out of this Agreement, Purchaser will deposit with Grubb&Ellis|Coldstream Real Estate Advisorsto which action or legal proceeding the Escrow Agent is or may be a party, Inc. (“Coldstream”) on the first business day after Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into the appropriate State or Federal Court having jurisdiction and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s receipt of this Agreement signed election, the Deposit shall be invested by Sellerthe Escrow Agent in an interest bearing account, xxxxxxx money in and the amount of $25,000.00 (the “Xxxxxxx Money”). In the event Purchaser has not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth in Paragraph 4.1 below) day after the Document Receipt Date (as defined below), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount interest shall be deemed to be constitute part of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 aboveDeposit.