Common use of Purchase Price and Terms of Payment Clause in Contracts

Purchase Price and Terms of Payment. (a) The purchase price (“Purchase Price”) for the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereof. The Purchase Price shall be allocated at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by 000 Xxxx Xxxxxx, XXX, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closing. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. (a) The purchase aggregate price (the “Purchase Price”) to be paid by Purchaser to Seller for the Property shall be THREE HUNDRED EIGHTYOne Hundred Sixty-THREE MILLION AND 00/100 DOLLARS Two Million One Hundred Forty-One Thousand Fifty-One and No/100 Dollars ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars162,141,051.00), subject to adjustment adjustments and prorations as provided for set forth in Section 7 hereofthis Agreement. The Purchase Price shall be allocated at Closing with $56,000,000 among the MOBs in the manner set forth on the table attached hereto as Exhibit 2.2(a). (b) Additionally, the parties acknowledge and agree that the portion of the Purchase Price allocated to the Norfolk Property; MOBs located at 000 Xxxx X.X. Xxxxxx Boulevard, Charlotte, North Carolina, and commonly known as “University Medical Park” (“University Medical Park”) includes a payment (the “Capital Improvements Contribution”) in the amount of $44,000,000.00 allocated 250,000 by Purchaser to Seller for the purpose of contributing to the Parkwood Point Property; $2,500,000.00 allocated cost to be incurred by Seller in connection with Seller’s installation of certain capital improvements to common areas located within such MOBs (collectively, the “Common Area Capital Improvements”). Seller agrees to use the Capital Improvements Contribution for the purpose of installing Common Area Capital Improvements solely to the University Medical Park Point Land Property; MOBs, and $280,500,000.00 allocated Seller’s allocation of the Capital Improvements Contribution among the various University Medical Park MOBs shall be subject to all remaining Propertiesthe prior written approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed. In this regard, Purchaser shall either approve or disapprove any such proposed allocation of the Capital Improvements Contribution within ten (10) business days after Purchaser’s receipt of a written request for approval from Seller by providing written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable. If Purchaser shall fail to deliver written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable, within said ten (10) business-day period, then Purchaser shall be deemed conclusively to have approved such proposed allocation of the Capital Improvements Contribution. Prior to commencing any Common Area Capital Improvements to be funded, in whole or in part, by the Capital Improvements Contribution, Seller shall deliver reasonably detailed plans and specifications for such Common Area Capital Improvements to Purchaser for Purchaser’s review and approval, such approval not to be unreasonably withheld conditioned or delayed. In this regard, Purchaser shall either approve or disapprove any such plans and specifications within ten (10) business days after Purchaser’s receipt of a written request for approval from Seller by providing written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable. If Purchaser shall fail to deliver written notice of Purchaser’s approval or disapproval, together with reasons for such disapproval, if applicable, within said ten (10) business-day period, then Purchaser shall be deemed conclusively to have approved such plans and specifications. Seller shall not be obligated to commence or complete any such Common Area Capital Improvements prior to Closing; provided, however, during the Feasibility Periodsubject to matters of force majeure, Seller shall provide Purchaser with an allocation complete or cause to be completed any Common Area Capital Improvements in a lien-free manner within a period of nine (9) months after the date on which plans and specifications for such Common Area Capital Improvements are approved or deemed approved by Purchaser. The Ground Leases for the University Medical Park MOB Site shall include (i) a reservation for Seller’s benefit of a temporary license to enter upon the University Medical Park MOB Site and into the University Medical Park MOBs for the purpose of installing the Common Area Capital Improvements, and (ii) provisions (A) governing the completion of the Purchase Price for same in a lien-free manner, (B) obligating Seller to use commercially reasonable efforts during its entry upon the Properties which are not specifically allocated pursuant University Medical Park MOB Site and into the University Medical Park MOBs to minimize interference with the operation of the University Medical Park MOBs and of the businesses of the occupants of the University Medical Park MOBs, and (C) containing customary and commercially reasonable indemnity and repair and restoration obligations on the part of Seller relating to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approvalsame. The Additional Deposit terms and provisions in this Section 2.2(b) shall be paid by the Escrow Agent to Seller on the survive Closing Date and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by 000 Xxxx Xxxxxx, XXX, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingindefinitely. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the The Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan shall be unconditionally and irrevocably paid by Purchaser as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.follows:

Purchase Price and Terms of Payment. (a) The purchase price (“Purchase Price”) for the Hardee’s Property shall be THREE is ONE HUNDRED EIGHTYNINETY-THREE MILLION FIVE THOUSAND AND 00/100 NO/100ths DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereof195,000.00). The Purchase Price shall be allocated at Closing with $56,000,000 allocated paid by City as follows: A. City shall have no obligation to purchase the Hardee’s Property, and 4G shall have no obligation to sell the Hardee’s Property, until the closing contemplated by that Purchase and Sale Agreement, of even date herewith, between 4G and City (the “Vacant Land PSA”), pertaining to the Norfolk Property; $44,000,000.00 allocated approximately .72 acre parcel of land located to the Parkwood Point west of the Hardee’s Property (the “Vacant Land”), which closing (the “Vacant Land Closing”) shall be conducted simultaneously with the closing of the sale of the Hardee’s Property; $2,500,000.00 allocated , as described herein (the “Hardee’s Closing”), but not as a §1031 Exchange. B. At the time of the Vacant Land Closing, the net purchase price paid by 4G to the Park Point City for the Vacant Land (including any xxxxxxx money deposited by 4G) shall be immediately applied towards the amount the City owes 4G for the Hardee’s Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during . To the Feasibility Period, Seller shall provide Purchaser with an allocation extent the settlement statements executed at the time of the Purchase Price for Hardee’s Closing and the Properties which are Vacant Land Closing show that either the City or 4G owes the other a net balance, the same shall be paid in certified funds by the obligated party on the date of such closings. C. The City shall not specifically allocated pursuant be obligated to make any xxxxxxx money deposit in connection with its purchase of the terms of this Agreement Hardee’s Property, but for purposes of transfer taxes to be paid at Closingclosing the transaction contemplated hereby, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date DRI Title and the entire Deposit shall be credited against the Purchase PriceAbstract, 00000 Xxxx Xxxxxx Xx. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26Xxxxx 0, 2003Xxxxx, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) XX 00000 (the “Norfolk Existing LoanTitle Company”), executed by 000 Xxxx Xxxxxx, XXX, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank ) shall issue the Abstract and assigned to Xxxxx Fargo Bank, N.A., as Trustee for shall conduct the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingclosing. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. (a) The purchase price for the Purchased Lands shall be $ plus GST (“the "Purchase Price”"), payable as follows: i. Initial Deposit - The sum of $10,000.00 payable by cheque to Xxxx Xxxxxx Realty Group in trust within five (5) for business days of the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS Vendor’s acceptance hereof (the "Vendor's Broker"). ii. Second Deposit- The sum of $383,000,000.0025,000.00 payable by cheque to Xxxx Xxxxxx Realty Group in trust within five (5) and shall be paid business days after the date on which the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereofPurchaser’s conditions have been either satisfied or waived: iii. The Balance of Purchase Price shall be allocated at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation The balance of the Purchase Price (+/- adjustments) shall be due and payable to the Vendor's Solicitor on the Closing Date. If part of the purchase price is paid by the proceeds of a new mortgage to be arranged by the Purchaser, the payment of such part may be delayed by the time reasonably necessary for registration of the mortgage in the Land Titles Office and for the Properties which are registration to be reported to the mortgagee, and such part of the purchase price shall bear interest payable to the Vendor at the same rate as the new mortgage being arranged by the Purchaser from the Closing Date until paid. (b) Deposit(s) - The deposit(s) shall be made payable to Xxxx Xxxxxx Realty Group The deposit(s) shall be held by Xxxx Xxxxxx Realty Group as trustee for the Purchaser and same shall be returned to the Purchaser, without deduction, interest or other charge of any kind, if this Agreement is not specifically allocated pursuant accepted by the Vendor. After this Agreement has been accepted by the Vendor, the deposit(s) shall be held by Xxxx Xxxxxx Realty Group in trust, and the deposit(s) shall, subject to the terms of this Agreement for purposes of transfer taxes to Agreement, be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be or credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien Vendor as part of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by 000 Xxxx Xxxxxx, XXX, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price when the Vendor has carried out the Vendor's obligations under this Agreement. If the Purchaser defaults under its obligations hereunder, the Vendor shall be entitled to retain the deposit(s) without prejudice to its right to claim such other damages or relief to which it may be entitled to in an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price law or in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingequity. (c) Subject to Section 6(aInterest - Any monies which are not paid on or before the date that they are due for payment, shall bear interest at the rate of Twelve (12%) belowpercent per annum, on compounded half yearly not in advance and computed from the Closing Date, Purchaser shall accept title date that those monies are due until paid in full to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”)Vendor. Purchaser Said interest shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges be paid on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closingdemand.

Purchase Price and Terms of Payment. The Base Purchase Price for the Townhome shall be $ (a) the “Base Purchase Price”). If applicable, the Bonus Room/Rooftop Terrace price for the Townhome shall be $ (the “Bonus Room/Rooftop Terrace Price”). The total purchase price for the Townhome shall be $ . Upon the selection of the Upgrades and approval of the Additional Costs (both as defined in Schedule A), the Base Purchase Price (including the Rooftop Terrace Price and Bathroom Upgrade Price if selected) shall be increased by an amount equal to the Additional Costs (collectively, the “Purchase Price”) for the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer), in United States dollars, subject to adjustment as provided for more particularly described in Section 7 hereof. 3 of Schedule A. A. The Purchase Price shall be allocated at Closing with $56,000,000 allocated to paid in the Norfolk Property; $44,000,000.00 allocated to following manner: 1. A five percent (5.0%) deposit based on the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Base Purchase Price for and Bonus Room/Rooftop Terrace Price shall be paid to Seller concurrently with the Properties which are not specifically allocated pursuant to the terms execution of this Agreement for purposes of transfer taxes by Purchaser, equal to $ (the “Deposit”). 2. An additional xxxxxxx money deposit (“Additional Deposit”) shall be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approvalthe time the Additional Costs are approved by Purchaser (as described in Schedule A). The Additional Deposit shall be equal to fifty percent (50%) of the Additional Costs. 3. The balance of the Purchase Price shall be paid by at Closing as provided in Section 2 of Schedule A. B. The Deposit together with the Escrow Agent to Seller on the Closing Date and the entire Additional Deposit shall be credited referred to herein as the “Xxxxxxx Money Deposit”. The Xxxxxxx Money Deposit shall be held in escrow by Chicago Title Insurance Company in accordance with the terms of this Agreement and in accordance with all applicable laws, statutes and regulations. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE XXXXXXX MONEY DEPOSIT SHALL BECOME NON-REFUNDABLE TO PURCHASER WHEN PAID. C. Purchaser will also be required to pay the Association at Closing: (i) a portion of the monthly installment of the assessment for Common Expenses against the Purchase Price. (b) Subject to Section 6(a) belowTownhome, on the Closing Date Purchaser shall accept title prorated to the Norfolk Property subject to the lien date of that certain Deed of Trust settlement, and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000ii) (the “Norfolk Existing Loan”), executed by 000 Xxxx Xxxxxx, XXX, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price an initial working capital contribution in an amount equal to three times the aggregate outstanding principal balance monthly installment of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit assessment for Common Expenses against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of ClosingTownhome. These amounts shall be non-refundable. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. (a) The purchase price (“Purchase Price”) for the Property shall be THREE Vacant Land is TWO HUNDRED EIGHTYSEVENTY-THREE MILLION FIVE THOUSAND AND 00/100 NO/100THS DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereof275,000.00). The Purchase Price shall be allocated at Closing paid by 4G as follows: A. Within ten (10) business days after the Effective Date of this Agreement, 4G shall deposit FIVE THOUSAND AND NO/100THS DOLLARS ($5,000.00) (“Xxxxxxx Money Deposit”) with $56,000,000 allocated DRI Title and Abstract, 00000 Xxxx Xxxxxx Xx., Xxxxx 0, Xxxxx, XX 00000 (the “Title Company”). B. Expressly conditioned on the closing of this transaction, is the closing contemplated by that “Purchase and Sale Agreement – Hardee’s Restaurant Property” of even date herewith between 4G and City (the “Hardee’s Property PSA”), pertaining to a 0.33 acre parcel of land located to the Norfolk east of the Vacant Land in Oskaloosa, IA, on which 4G currently operates a Hardee’s Restaurant (the “Hardee’s Property; ”), which closing (the “Hardee’s Closing”) is intended to be conducted simultaneously with the closing of the sale of the Vacant Land, as described herein (the “Vacant Land Closing”), but not as a §1031 Exchange. Buyer shall receive a credit towards the Purchase Price in the amount of $44,000,000.00 allocated 195,000 for the deed of the Hardee’s Property to Seller. C. At the Parkwood Point Property; $2,500,000.00 allocated time of the Vacant Land Closing, the Xxxxxxx Money Deposit and any other deposit(s) which may be made by 4G hereunder as provided in Paragraph 13(B)(7) below, will be disbursed by the Title Company to City and applied against the Park Point Land Property; Purchase Price, and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation balance of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid to City by allocation on the settlement statements of all sums owed by City to 4G in connection with City’s acquisition of the Hardee's Property from 4G. To the extent the settlement statements executed at the time of the Hardee’s Closing and the Vacant Land Closing show that either City or 4G owes the other a net balance, the same shall be paid in certified funds by the Escrow Agent to Seller obligated party on the Closing Date and the entire Deposit shall be credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by 000 Xxxx Xxxxxx, XXX, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingsuch closings. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closing.

Purchase Price and Terms of Payment. (a) The purchase price (“Purchase Price”) for the Property shall be THREE Interests is SIXTY FIVE MILLION ONE HUNDRED EIGHTY-THREE MILLION FIFTY THOUSAND AND 00/100 NO/100 DOLLARS ($383,000,000.0065,150,000.00); provided, however, under certain circumstances, as set forth in Section 3(b) and shall be paid on hereof, the Closing Date by Federal funds wire transfer, in United States dollars, Purchase Price is subject to adjustment as provided for in Section 7 hereofbe increased based upon the cost to defease all or a part of the Indebtedness. The Purchase Price shall be allocated at Closing paid by Buyer as follows: A. Within three (3) business days after the Effective Date, Buyer shall deposit the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to Escrow Agent and the Parkwood Point Property; $2,500,000.00 allocated to Escrow Agent shall deposit the Park Point Land Property; and $280,500,000.00 allocated Xxxxxxx Money (hereinafter defined) in an interest bearing account. Buyer shall be entitled to all remaining Properties; providedinterest accumulating on the Xxxxxxx Money, however, during unless Seller is entitled to retain the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated Xxxxxxx Money as liquidated damages pursuant to the terms of this Agreement for purposes Section 14 below. The initial $500,000 deposit together with interest on all such amounts shall hereinafter collectively be called the “Xxxxxxx Money.” Buyer’s taxpayer identification number is 00-0000000. B. Upon Closing and subject to the provisions of transfer taxes to Section 3(b) hereof, the Indebtedness shall not be paid at discharged or released (whether by pay off or defeasance, as applicable), but shall remain outstanding after Closing and the Buyer shall assume such Indebtedness. The Indebtedness, and all documents executed in connection therewith, is listed on Schedule 6 attached hereto and made a part hereof (hereinafter, the “Loan Documents”). C. Upon Closing, which allocation the Xxxxxxx Money shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited applied against the Purchase Price, and the balance of the Purchase Price (subject to the adjustments set forth in paragraph D below) shall be paid to Seller by wire transfer of immediately available funds pursuant to written instructions from Seller. If this Agreement is terminated pursuant the provisions hereof and Buyer is not in default under this Agreement, then Buyer shall be entitled to a return of the Xxxxxxx Money. D. The amount of cash payable at Closing shall be equal to the amount of the Purchase Price less the amount of Indebtedness (principal and interest) actually assumed by Buyer at Closing (and not defeased) and for which the Companies are released from liability. Seller acknowledges and agrees that: (a) the Exploration Indebtedness will have an outstanding principal balance of approximately $3,444,276.00 as of December 31, 2003, a fixed interest rate of 8.6251% and a maturity date of June 26, 2009; (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien Exploration III Indebtedness will have an outstanding principal balance of that certain Deed approximately $3,057,761.00 as of Trust and Security Agreement dated September 26December 31, 2003, which secures that certain promissory note in a fixed interest rate of 8.75% and a maturity date of August 1, 2007; and (c) the original Red Cedar Indebtedness will have an outstanding principal amount balance of Thirty Million Dollars (approximately $30,000,000) (the “Norfolk Existing Loan”), executed by 000 Xxxx Xxxxxx, XXX4,104,082.00 as of December 31,2003, a Virginia limited liability company (“100 West Main”)fixed interest rate of 7.7% and a maturity date of November 1, as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank2007. E. Notwithstanding any contrary provision contained herein, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price in shall also be increased at Closing by an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closing. (c) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal total amount of Thirty Million Five Hundred Dollars ($30,500,000) (all escrow amounts held by the “Parkwood Point Existing Loan”)holder or holders of all Loans assumed by Buyer at Closing, executed by Parkwood Pointincluding, L.P.without limitation, a Georgia limited partnershipescrows for taxes, as assigned to Park Point in favor of Teachers Insurance insurance, leasing upfit costs and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closingleasing commissions.

Purchase Price and Terms of Payment. (a) The purchase price for the Purchased Lands shall be $ plus GST (“the "Purchase Price”"), payable as follows: i. Initial Deposit - The sum of $10,000.00 payable by cheque to Xxxx Xxxxxx Realty Group in trust within five (5) for business days of the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS Vendor’s acceptance hereof (the "Vendor's Broker"). ii. Second Deposit- The sum of $383,000,000.0025,000.00 payable by cheque to Xxxx Xxxxxx Realty Group in trust within five (5) and shall be paid business days after the date on which the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for in Section 7 hereofPurchaser’s conditions have been either satisfied or waived: iii. The Balance of Purchase Price shall be allocated at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation The balance of the Purchase Price (+/- adjustments) shall be due and payable to the Vendor's Solicitor on the Closing Date. (b) Deposit(s) - The deposit(s) shall be made payable to Xxxx Xxxxxx Realty Group. The deposit(s) shall be held by Xxxx Xxxxxx Realty Group as trustee for the Properties which are Purchaser and same shall be returned to the Purchaser, without deduction, interest or other charge of any kind, if this Agreement is not specifically allocated pursuant accepted by the Vendor. After this Agreement has been accepted by the Vendor, the deposit(s) shall be held by Xxxx Xxxxxx Realty Group in trust, and the deposit(s) shall, subject to the terms of this Agreement for purposes of transfer taxes to Agreement, be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be or credited against the Purchase Price. (b) Subject to Section 6(a) below, on the Closing Date Purchaser shall accept title to the Norfolk Property subject to the lien Vendor as part of that certain Deed of Trust and Security Agreement dated September 26, 2003, which secures that certain promissory note in the original principal amount of Thirty Million Dollars ($30,000,000) (the “Norfolk Existing Loan”), executed by 000 Xxxx Xxxxxx, XXX, a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price when the Vendor has carried out the Vendor's obligations under this Agreement. If the Purchaser defaults under its obligations hereunder, the Vendor shall be entitled to retain the deposit(s) without prejudice to its right to claim such other damages or relief to which it may be entitled to in an amount equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price law or in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of Closingequity. (c) Subject to Section 6(aInterest - Any monies which are not paid on or before the date that they are due for payment, shall bear interest at the rate of Twelve (12%) belowpercent per annum, on compounded half yearly not in advance and computed from the Closing Date, Purchaser shall accept title date that those monies are due until paid in full to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”)Vendor. Purchaser Said interest shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges be paid on the Parkwood Point Existing Loan accrued through and including the day immediately preceding the date of Closingdemand.

Purchase Price and Terms of Payment. The payments set forth in this ----------------------------------- Section 2.3(a) and (b) shall be collectively referred to as the "Purchase Price", subject to the post-Closing adjustment described in Section 2.4: (a) The purchase price (“Purchase Price”) for Buyer shall assume the Property shall be THREE HUNDRED EIGHTY-THREE MILLION AND 00/100 DOLLARS ($383,000,000.00) and shall be paid on the Closing Date by Federal funds wire transfer, in United States dollars, subject to adjustment as provided for specified liabilities set forth in Section 7 hereof. The Purchase Price shall be allocated at Closing with $56,000,000 allocated to the Norfolk Property; $44,000,000.00 allocated to the Parkwood Point Property; $2,500,000.00 allocated to the Park Point Land Property; and $280,500,000.00 allocated to all remaining Properties; provided, however, during the Feasibility Period, Seller shall provide Purchaser with an allocation of the Purchase Price for the Properties which are not specifically allocated pursuant to the terms of this Agreement for purposes of transfer taxes to be paid at Closing, which allocation shall be subject to Purchaser’s reasonable approval. The Additional Deposit shall be paid by the Escrow Agent to Seller on the Closing Date and the entire Deposit shall be credited against the Purchase Price2.5. (b) Subject Buyer shall pay to Section 6(aSeller the following Earnout Payments (as defined below) belowin accordance with the following terms and conditions: (i) Commencing on January 1, on the Closing Date Purchaser shall accept title to the Norfolk Property 2003 and, subject to the lien terms and conditions set forth in this Section 2.3(b), on each of that certain Deed the next four (4) anniversaries of Trust such date (each, an "Earnout Payment Date"), Buyer shall pay to Seller an Earnout Payment (as defined below). The Earnout Payment shall be payable by certified check or wire transfer within thirty (30) days of each Earnout Payment Date. (A) If and Security Agreement dated September 26, 2003, which secures that certain promissory note in to the original principal amount extent the Service-Based Revenues (as defined below) of Thirty the Purchased Business exceed Two Million Dollars ($30,000,0002,000,000) in the calendar year preceding the then-current Earnout Payment Date, Buyer shall pay to Seller an "Earnout Payment" equal to the sum of (x) five percent (5%) of all Service-Based Revenues in excess of Two Million Dollars ($2,000,000), plus (y) one percent of all Reseller-Based Revenues (as defined below). If the Service-based Revenues of the Purchased Business do not exceed Two Million Dollars ($2,000,000) in the calendar year preceding the then-current Earnout Payment Date, no Earnout Payment will be due on such Earnout Payment Date. (B) Notwithstanding the foregoing, the cumulative Earnout Payments under this Section 2.3(b) shall not exceed One Million Dollars ($1,000,000) (the “Norfolk Existing Loan”"Earnout Payment Cap"), executed by 000 Xxxx Xxxxxxand the Earnout Payment obligations of Buyer shall cease upon reaching the Earnout Payment Cap. If the Earnout Payment due for a given year would cause Buyer's cumulative Earnout Payments to exceed the Earnout Payment Cap, XXX, Buyer shall pay to Seller a Virginia limited liability company (“100 West Main”), as assigned to Plume Street in favor of JPMorgan Chase Bank and assigned to Xxxxx Fargo Bank, N.A., as Trustee for the Registered Holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (the “Norfolk Existing Lender). Purchaser shall receive a credit against the Purchase Price final Earnout Payment in an amount that will cause all cumulative Earnout Payments to equal to the aggregate outstanding principal balance of the Norfolk Existing Loan as of the Closing Date. The Seller shall pay or, at Seller’s option, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Norfolk Existing Loan accrued through and including the day immediately preceding the date of ClosingEarnout Payment Cap. (cC) Subject to Section 6(a) below, on the Closing Date, Purchaser shall accept title to the Parkwood Point Property subject to the lien of that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement dated December 12, 2002 which secures that certain promissory note in the original principal amount of Thirty Million Five Hundred Dollars ($30,500,000) (the “Parkwood Point Existing Loan”), executed by Parkwood Point, L.P., a Georgia limited partnership, as assigned to Park Point in favor of Teachers Insurance and Annuity Association of America (the “Parkwood Point Existing Lender”). Purchaser shall receive a credit against the Purchase Price in an amount equal to the aggregate outstanding principal balance of the Parkwood Point Existing Loan If as of the Closing Date. The Seller shall pay orJanuary 1, at Seller’s option2007, allow buyer a credit against the Purchase Price in an amount equal to all unpaid interest and other charges on the Parkwood Point Existing Loan accrued through and cumulative Earnout Payments (including the day immediately preceding Earnout Payment due on such date, if any) by Buyer to Seller have not reached the date of ClosingEarnout Payment Cap, Buyer shall not be liable for the difference between the Earnout Payment Cap and the cumulative Earnout Payments, or for any further Earnout Payments thereafter.