Common use of Purchase Price and Xxxxxxx Money Clause in Contracts

Purchase Price and Xxxxxxx Money. A. The purchase price to be paid by Purchaser to Seller for the Property (hereinafter referred to as the "Purchase Price") shall be Three Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS ($3,443,125.00), subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective Date, Purchaser shall deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money". Except as otherwise provided herein, the Xxxxxxx Money shall be paid over to Seller and credited against the Purchase Price (as hereinafter defined) at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").

Purchase Price and Xxxxxxx Money. A. The aggregate purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the Property is Ten Million One Hundred Fifteen Thousand and No/100 Dollars (hereinafter referred to as the "$10,115,000.00). B. The Purchase Price") Price shall be Three Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five payable in cash or wire transfer at the Closing (as hereinafter defined) and No/100 DOLLARS ($3,443,125.00), subject to the adjustments and prorations as herein set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}forth. B. On or before FIVE C. Within two (52) business days after the Effective Date, Purchaser shall deposit in trust with Akerman Senterfitt deliver to Chicago Title Insurance Company, 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 200, Los Angeles, CA 90017 (the "“Title Company” or “Escrow Agent"”, as applicable), an xxxxxxx money deposit Attn: Xxx X. Xxxxxxxx; Email: Xxx.xxxxxxxx@xxx.xxx, a signed copy of this Agreement and a wire transfer to the Escrow Agent in the amount of Twenty-Five Two Hundred Thousand and No/100 Dollars ($25,000.00200,000.00) (the "“Initial Deposit"Xxxxxxx Money”). If Purchaser does By not elect to terminate this Agreement during later than the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration end of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money". Except as otherwise provided herein, the Xxxxxxx Money shall be paid over to Seller and credited against the Purchase Price Review Period (as hereinafter defined), Purchaser shall either (i) at the consummation of the sale by notify Seller and the in writing that Purchaser no longer wishes to purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement, in which event the Escrow Agent shall return the Initial Xxxxxxx Money to Purchaser and Purchaser and Seller shall have no further obligations under this Agreement other than obligations which expressly survive termination of this Agreement, (collectively, the “Surviving Obligations”), or (ii) should Purchaser fail to notify Seller in writing that Purchaser no longer wishes to purchase the Property, Purchaser shall be deemed to have elected to purchase the Property in accordance with the terms of this Agreement and the Initial Xxxxxxx Money (excluding any interest thereon) shall become nonrefundable to Purchaser except as expressly provided in Sections 6.D., 12.B., 17.B. and 18.B. hereof. If, at the expiration of the Review Period, Purchaser elects to purchase the Property in accordance with the terms hereof, within two (2) business days after the expiration of the Review Period, Purchaser shall deliver a wire transfer to the Escrow Agent in the amount of Two Hundred Thousand Dollars and No/100 ($200,000.00) (the “Additional Xxxxxxx Money” and together with Initial Xxxxxxx Money, the “Xxxxxxx Money”). The Additional Xxxxxxx Money and any interest thereon shall become nonrefundable to Purchaser except as expressly provided in Sections 6.D., 12.B., 17.B. and 18.B. hereof. The Xxxxxxx Money shall be held in escrow in, if determined by Purchaser, an interest-bearing account in accordance with the provisions hereof and the Escrow Agreement (as hereinafter defined). If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Xxxxxxx Money shall be applied to the Purchase Price at the Closing. If the transaction is not so consummated, the Xxxxxxx Money less any interest earned thereon shall be held and delivered by the Escrow Agent as herein referred provided. If Purchaser fails to timely deliver the Initial Xxxxxxx Money as specified in the "Closing")first sentence of this Section 2.C., Seller shall have the unilateral right, to be exercised by Seller in its sole discretion, to terminate this Agreement by providing written notice thereof to Purchaser, whereupon neither party shall have any further obligations under this Agreement except the Surviving Obligations.

Purchase Price and Xxxxxxx Money. A. 2.1 The purchase price to be paid by Purchaser to Seller for the Property (hereinafter referred to as the "Purchase Price") for the Property shall be Three Five Million Four Seven Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS Dollars ($3,443,125.00), subject to adjustments 5,700,000.00) and prorations as shall be payable in the manner set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}in Article III below, and shall be adjusted to reflect the appropriate prorations and adjustments set forth in Article IX of this Agreement. B. On or before FIVE 2.2 Within three (53) business days after the Effective Datedate of this Agreement, Purchaser shall deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five One Hundred Thousand and No/100 Dollars ($25,000.00100,000,00) (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money") in escrow with Chicago Title Insurance Company, 000 Xxxxx Xx. Except as otherwise provided hereinXxxx, Suite 250, Dallas, Texas 75251 (Attn: Xxxxxx Xxxx) (the "Title Company"). The Xxxxxxx Money shall be deposited in cash. Should Purchaser fail to terminate this Agreement on or prior to the expiration of the Review Period (hereinafter defined) in accordance with the provisions of Section 5.4 hereof, the Xxxxxxx Money shall automatically become nonrefundable to Purchaser for any reason except in the event Seller defaults in the performance of its covenants, duties and obligations under the terms of this Agreement. The Xxxxxxx Money deposited pursuant hereto shall be placed in an interest-bearing account pursuant to the instructions of Purchaser, with all interest accruing thereon becoming a part of said Xxxxxxx Money. Any interest which accrues on the Xxxxxxx Money shall be deemed to have been deposited in escrow with the Title Company by Purchaser under the terms of this Agreement. The Xxxxxxx Money shall be held and disbursed by the Title Company in accordance with the terms of this Agreement. In the event the closing of the transaction contemplated herein shall not occur on or prior to the Closing Date (hereinafter defined) for any reason except Seller's default hereunder or because Purchaser has timely exercised its right to terminate this Agreement in accordance with the terms and conditions hereof, the Xxxxxxx Money shall be paid over immediately funded by the Title Company to Seller Seller. 2.3 In addition to the Xxxxxxx Money, Purchaser shall deliver to Seller, prior to the expiration of three (3) business days from the date hereof, a check in the amount of One Hundred Dollars ($100.00) (the "Independent Contract Consideration"), which amount the parties bargained for and credited against the Purchase Price (agreed to as hereinafter defined) at the consummation consideration for Seller's execution and delivery of the sale this Agreement. This Independent Contract Consideration is in addition to and independent of any other consideration or payment provided in this Agreement, is non-refundable under any circumstances and shall be retained by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions notwithstanding any other provision of this Agreement (herein referred to as the "Closing")Agreement.

Purchase Price and Xxxxxxx Money. A. (a) The purchase price to be paid by Purchaser to Seller for is Thirty-Eight Million and No/100ths Dollars ($38,000,000.00) (the Property (hereinafter referred to as the "“Purchase Price") shall be Three Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS ($3,443,125.00”), subject to adjustments and prorations as set forth hereinthe terms of subsection 2.1(e) below. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective Date, Purchaser and Escrow Agent (as hereafter defined) shall deposit in trust with Akerman Senterfitt concurrently herewith execute an escrow agreement (the "“Escrow Agent"), an Agreement”) in the form attached hereto as Exhibit B. (b) Upon the execution of this Agreement Purchaser has deposited with the Escrow Agent initial xxxxxxx money deposit in the amount of Twenty-Five Two Hundred Fifty Thousand and No/100 Dollars ($25,000.00) 250,000), which sum (the "“Initial Deposit"). ” ) shall be held in accordance with the Escrow Agreement. (c) If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined pursuant to and in accordance with Section 5.4 below), Purchaser shall, within FIVE (5) business days after at or prior to the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount sum of Twenty-Five Two Hundred Fifty Thousand and No/100 No/100ths Dollars ($25,000.00250,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited to be held in accordance with the Escrow Agent pursuant to the terms hereofAgreement. (d) The xxxxxxx money, along together with any interest accruing on any earned thereon net of the foregoinginvestment costs, are collectively referred to herein in this Agreement as the "“Xxxxxxx Money"”. Except The Xxxxxxx Money shall be invested as otherwise provided herein, Purchaser directs in one or more investments reasonably acceptable to Seller. Any and all interest earned on the Xxxxxxx Money shall be paid over reported to Seller and credited against Purchaser’s federal tax identification number. Failure to make such Xxxxxxx Money deposit on said date shall be deemed to effect the Purchase Price (as hereinafter defined) at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions immediate termination of this Agreement (herein referred to as the "Closing")Agreement.

Purchase Price and Xxxxxxx Money. A. (a) The purchase price (the -------------------------------- "Purchase Price") to be paid by Purchaser to Seller for the Property (hereinafter referred to as the "Purchase Price") shall be Three Million Four Hundred Forty-Three Thousand One Four Million, Nine Hundred Twenty-Five and No/100 DOLLARS ($3,443,125.00), subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective Date, Purchaser shall deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five Seventy Thousand and No/100 Dollars ($25,000.0044,970,000.00). The Purchase Price, less the Seller's Loan (as hereinafter defined), shall be paid by Purchaser by wire transfer of immediately available funds to the Escrow Agent for immediate disbursement at Closing (as hereinafter defined), subject to adjustment and credits as otherwise specified in this Agreement. (b) Upon execution of this Agreement, Purchaser shall deliver to the Escrow Agent One Million and No/100 Dollars ($1,000,000.00) (in immediately available funds) as xxxxxxx money (the "Initial DepositXxxxxxx Money"), which funds shall be ------------- deposited and held by the Escrow Agent in an interest bearing account. If Purchaser does not elect to terminate In the event the transaction contemplated by this Agreement during is closed, the Due Diligence Period Xxxxxxx Money will be applied in payment of the Purchase Price to be paid at Closing. In the event the transaction is not closed, the Xxxxxxx Money shall be disbursed in accordance with the provisions of this Agreement. (as that term is defined below), Purchaser shall, within FIVE (5c) business days after Prior to the expiration of the Due Diligence PeriodFeasability Period (as hereinafter defined), deposit with Purchaser shall deliver to the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Hundred Thousand and No/100 Dollars ($25,000.00500,000.00) (the "Additional Deposit"). The Initial Depositin immediately available funds) as additional Xxxxxxx Money, the Additional Deposit, which funds shall be deposited and any other amounts or sums deposited with held by the Escrow Agent pursuant to with the terms hereofpreviously delivered Xxxxxxx Money in an interest bearing account. In the event the transaction contemplated by this Agreement is closed, along with any interest accruing on any the Xxxxxxx Money will be applied in payment of the foregoing, are collectively referred Purchase Price to herein as be paid at Closing. In the "Xxxxxxx Money". Except as otherwise provided hereinevent the transaction is not closed, the Xxxxxxx Money shall be paid over to Seller and credited against the Purchase Price (as hereinafter defined) at the consummation of the sale by Seller and the purchase by Purchaser of the Property disbursed in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing")Agreement.

Purchase Price and Xxxxxxx Money. A. 2.1 The purchase price to be paid by Purchaser to Seller for the Property (hereinafter referred to as the "Purchase Price") shall be Three for the Property is Five Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS Dollars ($3,443,125.005,000,000.00), payable in cash, by wire transfer, cashier’s or certified check, or other immediately available funds acceptable to the Title Company (hereinafter defined) for immediate disbursement at Closing, subject to adjustments pro-rations and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}other credits provided for in this Agreement. B. On or before FIVE 2.2 Xxxxxxx money (5“Xxxxxxx Money”) business days after the Effective Date, Purchaser shall deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) shall be deposited in escrow with the Title Company (hereinafter defined) by Purchaser within three (3) days following the "Initial Deposit")Effective Date. If Purchaser does not elect Notwithstanding anything herein to terminate this Agreement during the Due Diligence Period (as that term is defined below)contrary, Purchaser shall, within FIVE (5) business days after the expiration a portion of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit Xxxxxxx Money in the amount of Twenty-Five Thousand and No/100 One Hundred Dollars ($25,000.00100.00) (the "Additional Deposit"). The Initial Deposit“Contract Consideration”) shall be non-refundable and shall be distributed to Seller on the Effective Date as full payment and independent consideration for Seller’s execution and delivery of this Agreement, which Seller acknowledges is adequate consideration for the Additional Deposit, and any other amounts or sums same. 2.3 All Xxxxxxx Money deposited with pursuant hereto shall be placed by the Escrow Agent Title Company in an interest bearing account pursuant to the terms hereofwritten direction of Purchaser, along with any all interest accruing on any thereon being for the account of and payable to the foregoing, are collectively referred party to herein as the "Xxxxxxx Money". Except as otherwise provided herein, which the Xxxxxxx Money is payable according to the terms of this Agreement. The Xxxxxxx Money and all interest accrued thereon shall be paid over applied at Closing to Seller and credited against the Purchase Price (as hereinafter defined) at the consummation of the sale by or otherwise disbursed to either Seller and the purchase by or Purchaser of the Property in accordance with the terms and of this Agreement. If Purchaser terminates this Agreement prior to the end of the Inspection Period in accordance with the provisions of this Agreement (herein referred Article VI below and returns to Seller the Property Documents as required in Article IV below, Seller hereby irrevocably authorizes and instructs the "Closing")Title Company to deliver the Xxxxxxx Money plus all accrued interest thereon to Purchaser without the necessity of any further instruction, authorization, or release from Seller.

Purchase Price and Xxxxxxx Money. A. 2.1 The purchase price to be paid by Purchaser to Seller (the "PURCHASE PRICE") for the Property (hereinafter referred to as the "Purchase Price") shall be Three is Five Million Four One Hundred FortyEighty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS Dollars ($3,443,125.005,183,100.00), subject to adjustments and prorations as . The Purchase Price shall be payable in the manner set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}in Article III below. B. On or before FIVE 2.2 Xxxxxxx Money (5herein so called) business days after in the Effective Dateamount of Four Thousand Eight Hundred Fifty and No/100 Dollars ($4,850.00.) has heretofore been deposited in escrow with Heritage Title Company, Purchaser shall deposit in trust with Akerman Senterfitt Austin, Texas (the "Escrow Agent")) by Purchaser, an xxxxxxx money deposit which Xxxxxxx Money shall be applied at Closing (hereinafter defined) to the Purchase Price in the manner provided in Article III below or otherwise disbursed to either Seller or Purchaser in accordance with the terms of this Agreement. In the event Purchaser has not theretofore terminated this Agreement, additional Xxxxxxx Money in the amount of Twenty-Five Four Thousand Two Hundred Fifty and No/100 Dollars ($25,000.0024,250.00) shall be deposited in escrow with Escrow Agent within two (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (52) business days after the expiration of the Due Diligence PeriodInspection Period (hereinafter defined), deposit with at which time such additional Xxxxxxx Money shall be, for all purposes, "Xxxxxxx Money" hereunder. All Xxxxxxx Money deposited pursuant hereto shall be placed by the Escrow Agent in an additional xxxxxxx money deposit interest bearing account pursuant to the written direction of Purchaser, with all interest accruing thereon being for the sole account of, and payable to, Purchaser in all events, free of and from any and all claims by Seller, the amount Escrow Agent or any third party, and Purchaser may withdraw such interest at any time, and from time to time, as it may elect. Simultaneously with the execution of Twenty-Five Thousand this Agreement by all parties hereto, Purchaser shall also deliver to Seller the sum of One Hundred and No/100 Dollars ($25,000.00100.00) in cash (the "Additional DepositCONTRACT CONSIDERATION"). The Initial Deposit, the Additional Depositwhich Seller acknowledges is adequate consideration for Seller entering into this Agreement, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereofwhich Seller shall, along with any interest accruing on any of the foregoingin all events, are collectively referred to herein as the "Xxxxxxx Money"retain. Except as otherwise provided herein, the Xxxxxxx Money Such Contract Consideration shall not be paid over to Seller and credited applied against the Purchase Price (as hereinafter defined) cash payment due at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").

Purchase Price and Xxxxxxx Money. A. (a) The purchase price to be paid by Purchaser to Seller for the Property Seller’s Assets (hereinafter referred to as the "“Purchase Price"”) shall be Three Hundred Five Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS Dollars ($3,443,125.00305,000,000). Buyer and Seller acknowledge and agree that the portion of the Purchase Price allocable to the facility known as Autumn Ridge and located in Herculaneum, Missouri (the “Autumn Ridge Facility”) is Five Million Five Hundred Thousand Dollars ($5,500,000) (the “Autumn Ridge Purchase Price”). The Purchase Price, subject to the prorations and adjustments and prorations as set forth herein, shall be paid by Buyer to Seller in cash at Closing. Buyer and Seller acknowledge that the purchase of Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}’s Assets is subject to the assumption by Buyer and/or payoff by Seller at Closing of the existing debt encumbering certain Facilities in the approximate amount of Fifty-Six Million Two Hundred Thousand Dollars ($56,200,000), which existing debt obligations are more particularly described on Schedule 4 attached hereto (collectively, the “Existing Debt”). At Closing, Buyer shall receive a credit against the Purchase Price for the then outstanding principal balance of the Existing Debt assumed by Buyer. B. On or before FIVE (5b) Within two (2) business days after the Effective Date, Purchaser Buyer shall deposit in trust with Akerman Senterfitt deliver to Escrow Agent (the "Escrow Agent"), as hereinafter defined) an xxxxxxx money deposit in the amount of Twenty-Five Three Million Fifty Thousand and No/100 Dollars ($25,000.00) (3,050,000), which sum, together with all interest accrued thereon, is sometimes hereinafter referred to as the "Initial “Deposit")”. If Purchaser does not elect Escrow Agent shall hold the Deposit pursuant to an escrow agreement reasonably acceptable to Buyer and Seller and shall invest the Deposit in one or more interest bearing accounts mutually acceptable to Seller and Buyer. At Closing, the Deposit shall be disbursed by Escrow Agent to Seller and applied against the Purchase Price payable at Closing and Buyer shall receive a credit therefor. In the event that this Agreement is terminated by either Buyer or Seller pursuant to an express right to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Depositherein provided, the Additional Deposit, and any other amounts or sums deposited with the Deposit shall be disbursed by Escrow Agent pursuant to the express terms hereof. (c) At Buyer’s election, along which shall be evidenced by Buyer’s delivery of written notice thereof to Seller not less than forty-five (45) days prior to Closing, Seller shall provide Buyer with a loan at Closing in the amount of Thirty Million Dollars ($30,000,000) (the “Seller Carry-back Loan”). The Seller Carry-back Loan shall bear interest at an annual rate of Seven and one-quarter percent (7.25%) and be payable monthly on an interest only basis for a term of not more than four (4) years. The Seller Carry-back Loan may be prepaid by Buyer at any interest accruing on any time upon not less than one hundred eighty (180) days prior written notice to Seller. In the event Buyer exercises its rights under Section 13(d) to assign its rights hereunder to an Affiliate or Affiliates of Buyer at or prior to Closing, then the foregoing, are collectively referred Seller Carry-back Loan shall be made to herein as Buyer’s assignee(s) and the "Xxxxxxx Money"Seller Carry-back Loan shall be guaranteed by Buyer. Except as otherwise provided hereinIn addition, the Xxxxxxx Money Seller Carry-back Loan shall be paid over cross-defaulted to the Summerville Master Lease (as hereinafter defined). Such Seller Carry-back Loan shall be evidenced by a promissory note and credited guaranty in form and substance acceptable to the parties and a Third Amendment to the Summerville Master Lease (the “Seller Carry-back Loan Documents”). At Closing, Buyer shall receive a credit against the Purchase Price (as hereinafter defined) at for the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").principal

Purchase Price and Xxxxxxx Money. A. The purchase price (a) In consideration of the transfer to be paid by Purchaser Buyer of the Oil and Gas Assets and in accordance with this Agreement, Buyer shall pay to Seller for the Property Twenty Seven Million Dollars (hereinafter referred to as $27,000,000) (the "Purchase Price") shall be Three Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS ($3,443,125.00), subject as adjusted pursuant to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}the terms of this Agreement, including without limitation Section 1.3. B. On or before FIVE (5b) business days after Concurrently with the Effective Dateexecution of this Agreement, Purchaser Buyer shall make a deposit in trust with Akerman Senterfitt First Interstate Bank, Missoula, Montana (the "Escrow Agent"), an xxxxxxx money deposit ) in the amount of Twenty-Five Hundred Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below500,000), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the to be held by Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money"" pursuant to the terms of the Escrow Agreement and this Agreement. Except as otherwise provided hereinAll fees payable to the Escrow Agent under the Escrow Agreement shall be borne and paid one-half by Buyer and one-half by Seller. (c) If the transactions contemplated by this Agreement are consummated, then the Xxxxxxx Money and any interest earned thereon shall be paid over distributed to Seller (to an account as shall be directed in writing by Seller in the joint written instructions described in the next sentence) and credited against shall be considered as payment of a portion of the Purchase Price, and the Purchase Price (as hereinafter defined) payable by Buyer at Closing shall be reduced by the consummation amount of the sale Xxxxxxx Money and any interest earned thereon which is so distributed. In such event, at Closing, Seller and Buyer shall execute and deliver joint written instructions to the Escrow Agent to accomplish the foregoing. (d) If (i) all conditions precedent to the obligations of Buyer set forth in Article VI have been met as of the Outside Termination Date; and (ii) the transactions contemplated by this Agreement are not consummated on or before the Outside Termination Date because of the failure of the conditions set forth in Section 7.1 or Section 7.2 to be satisfied, then, in such event, Seller shall have the right to terminate this Agreement pursuant to Section 12.1(d) and receive the Xxxxxxx Money and any interest earned thereon and to the extent Seller's actual damages exceed the Xxxxxxx Money, to seek such actual damages from Buyer. Seller and Buyer shall execute and deliver joint written instructions to the Escrow Agent to accomplish the foregoing. (e) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if the Closing does not occur for any reason other than as set forth in Section 1.2(d), then Buyer shall be entitled to the delivery of the Xxxxxxx Money and any interest earned thereon, free of any claims by Seller with respect thereto. In such event, Seller and Buyer shall execute and deliver joint written instructions to the purchase Escrow Agent to accomplish the foregoing. (f) At the Closing, Buyer shall pay the Purchase Price, adjusted as set forth in Section 1.3, less the Xxxxxxx Money (and any interest earned thereon) to Seller in cash in immediately available funds by Purchaser of wire transfer (to an account as shall be set forth in the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing"Closing Statement).

Purchase Price and Xxxxxxx Money. A. 2.1 The purchase price to be paid by Purchaser to Seller (the "PURCHASE PRICE") for the Property is Nineteen Million One Hundred Seventy-Four Thousand Nine Hundred and No/100 Dollars (hereinafter referred to as the "$19,174,900.00). The Purchase Price") Price shall be Three Million Four payable in the manner set forth in Article III below. 2.2 Xxxxxxx Money (herein so called) in the amount of Seventeen Thousand Nine Hundred Forty-Three Thousand One Hundred TwentyThirty-Five and No/100 DOLLARS Dollars ($3,443,125.00)17,935.00.) has heretofore been deposited in escrow with Heritage Title Company, subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective DateAustin, Purchaser shall deposit in trust with Akerman Senterfitt Texas (the "Escrow Agent")) by Purchaser, an xxxxxxx money deposit which Xxxxxxx Money shall be applied at Closing (hereinafter defined) to the Purchase Price in the manner provided in Article III below or otherwise disbursed to either Seller or Purchaser in accordance with the terms of this Agreement. In the event Purchaser has not theretofore terminated this Agreement, additional Xxxxxxx Money in the amount of TwentyEighty-Nine Thousand Six Hundred Seventy-Five Thousand and No/100 Dollars ($25,000.0089,675.00) shall be deposited in escrow with Escrow Agent within two (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (52) business days after the expiration of the Due Diligence PeriodInspection Period (hereinafter defined), deposit with at which time such additional Xxxxxxx Money shall be, for all purposes, "Xxxxxxx Money" hereunder. All Xxxxxxx Money deposited pursuant hereto shall be placed by the Escrow Agent in an additional xxxxxxx money deposit interest bearing account pursuant to the written direction of Purchaser, with all interest accruing thereon being for the sole account of, and payable to, Purchaser in all events, free of and from any and all claims by Seller, the amount Escrow Agent or any third party, and Purchaser may withdraw such interest at any time, and from time to time, as it may elect. Simultaneously with the execution of Twenty-Five Thousand this Agreement by all parties hereto, Purchaser shall also deliver to Seller the sum of One Hundred and No/100 Dollars ($25,000.00100.00) in cash (the "Additional DepositCONTRACT CONSIDERATION"). The Initial Deposit, the Additional Depositwhich Seller acknowledges is adequate consideration for Seller entering into this Agreement, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereofwhich Seller shall, along with any interest accruing on any of the foregoingin all events, are collectively referred to herein as the "Xxxxxxx Money"retain. Except as otherwise provided herein, the Xxxxxxx Money Such Contract Consideration shall not be paid over to Seller and credited applied against the Purchase Price (as hereinafter defined) cash payment due at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").

Purchase Price and Xxxxxxx Money. A. The purchase price to be paid by Purchaser to Seller for the Property (hereinafter referred to as the "Purchase PricePURCHASE PRICE") shall be Three Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS Ten Dollars ($3,443,125.0010.00). The Purchase Price takes into account that Buyer will (i) assume Sellers' interests in the Facility Leases and (ii) arrange for a credit entity satisfactory to each of the respective Landlords (hereinafter defined) to replace Integrated Living Communities, L.L.C. ("ILC") as the guarantor under each of the Facility Leases. Notwithstanding the immediately preceding sentence, there shall be no reduction to the Purchase Price in the event that fewer than all of the Facilities are transferred to Buyer at closing hereunder provided, however, that in the event that certain Facilities are closed on at an initial Closing Date and the remainder are closed on at a later Closing Date, if at all, in accordance with the provisions of Section 12(c), subject the Purchase Price shall be prorated and such prorated portion of the Purchase Price shall be paid by Buyer at each closing. Simultaneously with, or prior to, its execution of this Contract, Buyer shall pay to adjustments and prorations the Escrow Agent (as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE defined in Section 6(a)) the sum of Eighty-seven Thousand Five Hundred Dollars (5$87,500) business days after as the Effective Date, Purchaser shall xxxxxxx money deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional DepositXXXXXXX MONEY"). The Initial DepositXxxxxxx Money shall be held in escrow pending closing. Buyer may, the Additional Depositat its option, and any other amounts or sums deposited with the direct Escrow Agent pursuant to invest the terms hereof, along with any Xxxxxxx Money in a federally-insured interest-bearing account designated by Buyer and approved by Seller. All interest accruing which has accrued on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money". Except as otherwise provided herein, the Xxxxxxx Money shall be paid over to Seller and credited against Buyer, except that if closing is not consummated, interest on the Xxxxxxx Money shall be paid to the party entitled to the Xxxxxxx Money pursuant to the terms hereof. The Xxxxxxx Money shall be applied to the Purchase Price (as hereinafter defined) at with the consummation balance of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred Xxxxxxx Money returned to Buyer) or otherwise paid to Sellers and/or Buyer as the "Closing")provided for herein. 3.

Purchase Price and Xxxxxxx Money. A. The aggregate purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the Property (hereinafter referred to as the "Purchase Price") shall be Three is Five Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS ($3,443,125.00), subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective Date, Purchaser shall deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (5,400,000.00). B. The Purchase Price shall be payable in cash or wire transfer at the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period Closing (as that term is defined belowhereinafter defined). C. Within one (1) business day after the Effective Date (as hereinafter defined), Purchaser shallshall deliver to Zodiac Title Services LLC, within FIVE 000 Xxxxxxxxxxx Xxxx, Xxxxx 000X, Xxxxxxxx, Xxx Xxxx 00000 (5“Zodiac”, “Title Company” or “Escrow Agent”, as applicable), Attn: Xxxxx Xxxxxx, Transaction Manager; Phone: (000) business days after the expiration 000-0000; Email: xxxxxxx@xxxxxx.xxx, a signed copy of the Due Diligence Period, deposit with this Agreement and a wire transfer to the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Hundred Thousand and No/100 Dollars ($25,000.00500,000.00) (the "Additional Deposit"“Xxxxxxx Money”). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money". Except as otherwise provided herein, the Xxxxxxx Money shall be paid over to Seller and credited against held in escrow in an interest-bearing account in accordance with the Purchase Price provisions hereof. By not later than the end of the Review Period (as hereinafter defined), Purchaser shall either (i) at the consummation of the sale by notify Seller and the in writing that Purchaser no longer wishes to purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement, in which event the Escrow Agent shall return the Xxxxxxx Money to Purchaser and Purchaser and Seller shall have no further obligations under this Agreement other than obligations which expressly survive termination of this Agreement, (collectively, the “Surviving Obligations”), or (ii) should Purchaser fail to notify Seller in writing that Purchaser no longer wishes to purchase the Property, Purchaser shall be deemed to have elected to purchase the Property in accordance with the terms of this Agreement and the Xxxxxxx Money and any interest thereon shall become nonrefundable to Purchaser except as expressly provided in Sections 3.B., 6.D., 12.B., 17.B. and 18.B. hereof. All interest earned on the Xxxxxxx Money shall be deemed a part of the Xxxxxxx Money for the purposes of this Agreement and shall be deemed included within the defined term “Xxxxxxx Money” herein. If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Xxxxxxx Money shall be applied to the Purchase Price at the Closing. If the transaction is not so consummated, the Xxxxxxx Money shall be held and delivered by the Escrow Agent as herein referred provided. If Purchaser fails to timely deliver the Xxxxxxx Money as specified in the first sentence of this Section 2.C., Seller shall have the unilateral right, to be exercised by Seller in its sole discretion, Agreement of Purchase and Sale 1751891_4 to terminate this Agreement by providing written notice thereof to Purchaser, whereupon neither party shall have any further obligations under this Agreement except the Surviving Obligations. D. Contemporaneously with the execution of this Agreement, Purchaser shall deliver to Escrow Agent for delivery to Seller the amount of Five Hundred and No/100 Dollars ($500.00) (“Independent Contract Consideration”), which amount the parties bargained for and agreed to as consideration for Seller’s execution, delivery and performance of this Agreement. The Independent Contract Consideration shall be delivered to Escrow Agent by wire transfer, and the "Closing")Escrow Agent is hereby instructed to deliver same to Seller on demand. This Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this Agreement.

Purchase Price and Xxxxxxx Money. A. The aggregate purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the Property is Two Million Dollars (hereinafter referred to as the "$2,000,000). B. The Purchase Price") Price shall be Three Million Four Hundred Forty-Three payable in cash or wire transfer at the Closing (as hereinafter defined). C. Within three (3) business days after the Effective Date (as hereinafter defined), Purchaser shall deliver to Near North National Title a signed copy of this Agreement and a wire transfer to the Escrow Agent in the amount of Sixty Thousand One Hundred Twenty-Five and No/100 DOLLARS Dollars ($3,443,125.0060,000.00) (the “Xxxxxxx Money”), subject to adjustments and prorations as set forth herein. Seller's Initials: __________ The Xxxxxxx Money shall be held in escrow in an interest-bearing account in accordance with the provisions hereof. Interest accruing on the Xxxxxxx Money shall be for the benefit of the Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE . By not later than the thirty (530) business days after the Effective Date, Purchaser shall deposit either (i) notify Seller in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit"). If writing that Purchaser does not elect no longer wishes to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money". Except as otherwise provided herein, the Xxxxxxx Money shall be paid over to Seller and credited against the Purchase Price (as hereinafter defined) at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement, in which event the Escrow Agent shall return the Xxxxxxx Money to Purchaser and Purchaser and Seller shall have no further obligations under this Agreement other than obligations which expressly survive termination of this Agreement (collectively, the “Surviving Obligations”), or (ii) should Purchaser fail to notify Seller in writing that Purchaser no longer wishes to purchase the Property, Purchaser shall be deemed to have elected to purchase the Property in accordance with the terms of this Agreement and the Xxxxxxx Money and any interest thereon shall become nonrefundable to Purchaser except as expressly provided in this Agreement. If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Xxxxxxx Money shall be applied to the Purchase Price at the Closing. If the transaction is not so consummated, the Xxxxxxx Money shall be held and delivered by the Escrow Agent as herein referred provided. If Purchaser fails to timely deliver the Xxxxxxx Money as specified in the "Closing")first sentence of this Section 2.C., Seller shall have the unilateral right, to be exercised by Seller in its sole discretion, to terminate this Agreement by providing written notice thereof to Purchaser, whereupon neither party shall have any further obligations under this Agreement except the Surviving Obligations.

Purchase Price and Xxxxxxx Money. A. 2.1 The purchase price to be paid by Purchaser to Seller (the "PURCHASE PRICE") for the Property is Eleven Million Five Hundred Five Thousand Three Hundred and No/100 Dollars (hereinafter referred to as the "$11,505,300.00). The Purchase Price") Price shall be Three Million Four payable in the manner set forth in Article III below. 2.2 Xxxxxxx Money (herein so called) in the amount of Ten Thousand Seven Hundred Forty-Three Thousand One Hundred Twenty-Five Sixty and No/100 DOLLARS Dollars ($3,443,125.00)10,760.00.) has heretofore been deposited in escrow with Heritage Title Company, subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective DateAustin, Purchaser shall deposit in trust with Akerman Senterfitt Texas (the "Escrow Agent")) by Purchaser, an xxxxxxx money deposit which Xxxxxxx Money shall be applied at Closing (hereinafter defined) to the Purchase Price in the manner provided in Article III below or otherwise disbursed to either Seller or Purchaser in accordance with the terms of this Agreement. In the event Purchaser has not theretofore terminated this Agreement, additional Xxxxxxx Money in the amount of TwentyFifty-Five Three Thousand Eight Hundred and No/100 Dollars ($25,000.0053,800.00) shall be deposited in escrow with Escrow Agent within two (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (52) business days after the expiration of the Due Diligence PeriodInspection Period (hereinafter defined), deposit with at which time such additional Xxxxxxx Money shall be, for all purposes, "Xxxxxxx Money" hereunder. All Xxxxxxx Money deposited pursuant hereto shall be placed by the Escrow Agent in an additional xxxxxxx money deposit interest bearing account pursuant to the written direction of Purchaser, with all interest accruing thereon being for the sole account of, and payable to, Purchaser in all events, free of and from any and all claims by Seller, the amount Escrow Agent or any third party, and Purchaser may withdraw such interest at any time, and from time to time, as it may elect. Simultaneously with the execution of Twenty-Five Thousand this Agreement by all parties hereto, Purchaser shall also deliver to Seller the sum of One Hundred and No/100 Dollars ($25,000.00100.00) in cash (the "Additional DepositCONTRACT CONSIDERATION"). The Initial Deposit, the Additional Depositwhich Seller acknowledges is adequate consideration for Seller entering into this Agreement, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereofwhich Seller shall, along with any interest accruing on any of the foregoingin all events, are collectively referred to herein as the "Xxxxxxx Money"retain. Except as otherwise provided herein, the Xxxxxxx Money Such Contract Consideration shall not be paid over to Seller and credited applied against the Purchase Price (as hereinafter defined) cash payment due at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").

Purchase Price and Xxxxxxx Money. A. The purchase price to be paid by Purchaser to Seller (“Purchase Price”) for the Property shall be One Hundred Sixteen Million and No/100 Dollars ($116,000,000.00). Simultaneously with the execution of this Contract, Buyer shall pay to the Escrow Agent (as defined in Section 4(a)), as an initial deposit, the sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the “Initial Xxxxxxx Money Deposit”) in cash or by cashier’s check, certified check or electronic transfer of funds. If this Contract is not terminated pursuant to Section 6(c), within one (1) Business Day after the expiration of the Feasibility Period, Buyer shall pay to the Escrow Agent, as an additional deposit, the sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the “Additional Xxxxxxx Money Deposit”; the Initial Xxxxxxx Money Deposit together with the Additional Xxxxxxx Money Deposit shall hereinafter individually and collectively be referred to as the "Purchase Price"“Xxxxxxx Money”) in cash or by cashier’s check, certified check or electronic transfer of funds. The Xxxxxxx Money shall be Three Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five held in an interest bearing account and No/100 DOLLARS ($3,443,125.00)all interest thereon shall be deemed a part of the Xxxxxxx Money. The Xxxxxxx Money shall be applied to the Purchase Price or otherwise paid to Seller or Buyer as provided for herein. At closing, Buyer shall pay the balance of the Purchase Price in full in immediately available federal funds to Seller, subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective Date, Purchaser shall deposit in trust with Akerman Senterfitt (the "Escrow Agent"), an xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money". Except as otherwise provided herein, the Xxxxxxx Money shall be paid over to Seller and credited against the Purchase Price (as hereinafter defined) at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").

Purchase Price and Xxxxxxx Money. A. 2.1 The purchase price to be paid by Purchaser to Seller (the "PURCHASE PRICE") for the Property is Six Million Two Thousand Two Hundred and No/100 Dollars (hereinafter referred to as the "$6,002,200.00). The Purchase Price") Price shall be Three Million Four payable in the manner set forth in Article III below. 2.2 Xxxxxxx Money (herein so called) in the amount of Five Thousand Six Hundred Forty-Three Thousand One Hundred Twenty-Five Fourteen and No/100 DOLLARS Dollars ($3,443,125.00)5,614.00.) has heretofore been deposited in escrow with Heritage Title Company, subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective DateAustin, Purchaser shall deposit in trust with Akerman Senterfitt Texas (the "Escrow Agent")) by Purchaser, an xxxxxxx money deposit which Xxxxxxx Money shall be applied at Closing (hereinafter defined) to the Purchase Price in the manner provided in Article III below or otherwise disbursed to either Seller or Purchaser in accordance with the terms of this Agreement. In the event Purchaser has not theretofore terminated this Agreement, additional Xxxxxxx Money in the amount of Twenty-Five Eight Thousand Sixty-Nine and No/100 Dollars ($25,000.0028,069.00) shall be deposited in escrow with Escrow Agent within two (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (52) business days after the expiration of the Due Diligence PeriodInspection Period (hereinafter defined), deposit with at which time such additional Xxxxxxx Money shall be, for all purposes, "Xxxxxxx Money" hereunder. All Xxxxxxx Money deposited pursuant hereto shall be placed by the Escrow Agent in an additional xxxxxxx money deposit interest bearing account pursuant to the written direction of Purchaser, with all interest accruing thereon being for the sole account of, and payable to, Purchaser in all events, free of and from any and all claims by Seller, the amount Escrow Agent or any third party, and Purchaser may withdraw such interest at any time, and from time to time, as it may elect. Simultaneously with the execution of Twenty-Five Thousand this Agreement by all parties hereto, Purchaser shall also deliver to Seller the sum of One Hundred and No/100 Dollars ($25,000.00100.00) in cash (the "Additional DepositCONTRACT CONSIDERATION"). The Initial Deposit, the Additional Depositwhich Seller acknowledges is adequate consideration for Seller entering into this Agreement, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereofwhich Seller shall, along with any interest accruing on any of the foregoingin all events, are collectively referred to herein as the "Xxxxxxx Money"retain. Except as otherwise provided herein, the Xxxxxxx Money Such Contract Consideration shall not be paid over to Seller and credited applied against the Purchase Price (as hereinafter defined) cash payment due at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").

Purchase Price and Xxxxxxx Money. A. 2.1 The purchase price to be paid by Purchaser to Seller (the "PURCHASE PRICE") for the Property is Eleven Million Five Hundred Ninety-Three Thousand Six Hundred and No/100 Dollars (hereinafter referred to as the "$11,593,600.00). The Purchase Price") Price shall be Three Million Four payable in the manner set forth in Article III below. 2.2 Xxxxxxx Money (herein so called) in the amount of Ten Thousand Eight Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS Dollars ($3,443,125.00)10,841.00.) has heretofore been deposited in escrow with Heritage Title Company, subject to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} B. On or before FIVE (5) business days after the Effective DateAustin, Purchaser shall deposit in trust with Akerman Senterfitt Texas (the "Escrow Agent")) by Purchaser, an xxxxxxx money deposit which Xxxxxxx Money shall be applied at Closing (hereinafter defined) to the Purchase Price in the manner provided in Article III below or otherwise disbursed to either Seller or Purchaser in accordance with the terms of this Agreement. In the event Purchaser has not theretofore terminated this Agreement, additional Xxxxxxx Money in the amount of TwentyFifty-Five Four Thousand Two Hundred Six and No/100 Dollars ($25,000.0054,206.00) shall be deposited in escrow with Escrow Agent within two (the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (52) business days after the expiration of the Due Diligence PeriodInspection Period (hereinafter defined), deposit with at which time such additional Xxxxxxx Money shall be, for all purposes, "Xxxxxxx Money" hereunder. All Xxxxxxx Money deposited pursuant hereto shall be placed by the Escrow Agent in an additional xxxxxxx money deposit interest bearing account pursuant to the written direction of Purchaser, with all interest accruing thereon being for the sole account of, and payable to, Purchaser in all events, free of and from any and all claims by Seller, the amount Escrow Agent or any third party, and Purchaser may withdraw such interest at any time, and from time to time, as it may elect. Simultaneously with the execution of Twenty-Five Thousand this Agreement by all parties hereto, Purchaser shall also deliver to Seller the sum of One Hundred and No/100 Dollars ($25,000.00100.00) in cash (the "Additional DepositCONTRACT CONSIDERATION"). The Initial Deposit, the Additional Depositwhich Seller acknowledges is adequate consideration for Seller entering into this Agreement, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereofwhich Seller shall, along with any interest accruing on any of the foregoingin all events, are collectively referred to herein as the "Xxxxxxx Money"retain. Except as otherwise provided herein, the Xxxxxxx Money Such Contract Consideration shall not be paid over to Seller and credited applied against the Purchase Price (as hereinafter defined) cash payment due at the consummation of the sale by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to as the "Closing").

Purchase Price and Xxxxxxx Money. A. (a) The purchase price to be paid by Purchaser to Seller for the Property Seller’s Assets (hereinafter referred to as the "“Purchase Price"”) shall be Three Hundred Five Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 DOLLARS Dollars ($3,443,125.00305,000,000). Buyer and Seller acknowledge and agree that the portion of the Purchase Price allocable to the facility known as Autumn Ridge and located in Herculaneum, Missouri (the “Autumn Ridge Facility”) is Five Million Five Hundred Thousand Dollars ($5,500,000) (the “Autumn Ridge Purchase Price”). The Purchase Price, subject to the prorations and adjustments and prorations as set forth herein, shall be paid by Buyer to Seller in cash at Closing. Buyer and Seller acknowledge that the purchase of Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}’s Assets is subject to the assumption by Buyer and/or payoff by Seller at Closing of the existing debt encumbering certain Facilities in the approximate amount of Fifty-Six Million Two Hundred Thousand Dollars ($56,200,000), which existing debt obligations are more particularly described on Schedule 4 attached hereto (collectively, the “Existing Debt”). At Closing, Buyer shall receive a credit against the Purchase Price for the then outstanding principal balance of the Existing Debt assumed by Buyer. B. On or before FIVE (5b) Within two (2) business days after the Effective Date, Purchaser Buyer shall deposit in trust with Akerman Senterfitt deliver to Escrow Agent (the "Escrow Agent"), as hereinafter defined) an xxxxxxx money deposit in the amount of Twenty-Five Three Million Fifty Thousand and No/100 Dollars ($25,000.00) (3,050,000), which sum, together with all interest accrued thereon, is sometimes hereinafter referred to as the "Initial “Deposit")”. If Purchaser does not elect Escrow Agent shall hold the Deposit pursuant to an escrow agreement reasonably acceptable to Buyer and Seller and shall invest the Deposit in one or more interest bearing accounts mutually acceptable to Seller and Buyer. At Closing, the Deposit shall be disbursed by Escrow Agent to Seller and applied against the Purchase Price payable at Closing and Buyer shall receive a credit therefor. In the event that this Agreement is terminated by either Buyer or Seller pursuant to an express right to terminate this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Depositherein provided, the Additional Deposit, and any other amounts or sums deposited with the Deposit shall be disbursed by Escrow Agent pursuant to the express terms hereof. (c) At Buyer’s election, along which shall be evidenced by Buyer’s delivery of written notice thereof to Seller not less than forty-five (45) days prior to Closing, Seller shall provide Buyer with a loan at Closing in the amount of Thirty Million Dollars ($30,000,000) (the “Seller Carry-back Loan”). The Seller Carry-back Loan shall bear interest at an annual rate of Seven and one-quarter percent (7.25%) and be payable monthly on an interest only basis for a term of not more than four (4) years. The Seller Carry-back Loan may be prepaid by Buyer at any interest accruing on any time upon not less than one hundred eighty (180) days prior written notice to Seller. In the event Buyer exercises its rights under Section 13(d) to assign its rights hereunder to an Affiliate or Affiliates of Buyer at or prior to Closing, then the foregoing, are collectively referred Seller Carry-back Loan shall be made to herein as Buyer’s assignee(s) and the "Xxxxxxx Money"Seller Carry-back Loan shall be guaranteed by Buyer. Except as otherwise provided hereinIn addition, the Xxxxxxx Money Seller Carry-back Loan shall be paid over cross-defaulted to the Summerville Master Lease (as hereinafter defined). Such Seller Carry-back Loan shall be evidenced by a promissory note and credited guaranty in form and substance acceptable to the parties and a Third Amendment to the Summerville Master Lease (the “Seller Carry-back Loan Documents”). At Closing, Buyer shall receive a credit against the Purchase Price (as hereinafter defined) at for the consummation principal amount of the sale Seller Carry-back Loan. As used herein, “Summerville Master Lease” means that certain Master Lease dated as of October 2, 2006 by Seller and the purchase among Nationwide Health Properties, Inc. and NHP XxXxxxx, LLC, as landlord, and Summerville at Camelot Place LLC, Summerville at Xxxxxx Vale LLC, Summerville at Lakeview LLC, Summerville at Ridgewood Gardens LLC, Summerville at North Hills LLC, and The Inn at Xxxxxx LLC, collectively as tenant, as amended by Purchaser (i) that certain First Amendment to Master Lease dated as of the Property in accordance with the terms December 1, 2006, and provisions (ii) that certain Second Amendment to Master Lease dated as of this Agreement (herein referred to as the "Closing")January 2, 2007.

Purchase Price and Xxxxxxx Money. A. (a) The purchase price to be paid by Purchaser to Seller (“Purchase Price”) for the Property (hereinafter referred to as the "Purchase Price") shall be Three Million Four Hundred Forty-Three Thousand One Hundred Twenty-Five and No/100 an amount equal to the product of (i) ONE MILLION THREE HUNDRED TWO THOUSAND EIGHT HUNDRED FIFTY SEVEN AND 14/100 DOLLARS ($3,443,125.001,302,857.14), subject multiplied by (ii) the number of Sites actually included within the Property conveyed to adjustments and prorations as set forth herein. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9}Purchaser at the Preliminary Closing. B. On or before FIVE (5b) The Purchase Price shall be paid in cash at the Preliminary Closing. (c) Within three (3) business days after the Effective Date, Purchaser shall deposit in trust with Akerman Senterfitt deliver to the Title Company (the "Escrow Agent"defined below) FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (“Xxxxxxx Money”), either by wire transfer or by a certified or cashier’s check payable to the order of Title Company. The Xxxxxxx Money will be held in escrow in an xxxxxxx money deposit interest-bearing account accruing to the benefit of the party entitled to the Xxxxxxx Money under this Contract. The timely delivery of the Xxxxxxx Money is a condition precedent to Seller’s obligations hereunder, and the failure of Purchaser to timely deliver the Xxxxxxx Money as provided for herein shall, at Seller’s option, cause this Contract to be terminated, and thereafter neither party shall have any further rights or obligations under this Contract, unless expressly provided otherwise in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit")this Contract. If Purchaser does not elect to terminate the contemplated transaction is consummated in accordance with this Agreement during the Due Diligence Period (as that term is defined below), Purchaser shall, within FIVE (5) business days after the expiration of the Due Diligence Period, deposit with the Escrow Agent an additional xxxxxxx money deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Additional Deposit"). The Initial Deposit, the Additional Deposit, and any other amounts or sums deposited with the Escrow Agent pursuant to the terms hereof, along with any interest accruing on any of the foregoing, are collectively referred to herein as the "Xxxxxxx Money". Except as otherwise provided hereinContract, the Xxxxxxx Money shall will be paid over applied to Seller and credited against the Purchase Price (as hereinafter defined) at the consummation of Preliminary Closing. If the sale transaction is not so consummated, the Xxxxxxx Money will be held and delivered by Seller and the purchase by Purchaser of the Property in accordance with the terms and provisions of this Agreement (herein referred to Title Company as the "Closing")provided below.