Common use of Purchase Price; Deposits Clause in Contracts

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility is Nine Million Seven Hundred Thousand and 00/100 Dollars ($9,700,000.00). (b) The Purchase Price as allocated to the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (c) Within three (3) business days after this Agreement is fully executed by the parties, Buyer shall deposit the sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit and the Additional Deposit are collectively referred to as the “Deposits”). Interest earned on the Deposit shall be paid to the party entitled to such amount as provided in this Agreement. (d) At Closing, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the balance of the Purchase Price in Cash to the Escrow Agent. (e) Buyer shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date by Seller or Seller’s operating entity, Danby House, LLC (“Operator”).

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price Seller hereby acknowledges and agrees that, prior to the date hereof, an amount equal to seventy-seven thousand five hundred dollars ($77,500) has been paid by Buyer (the “Purchase PriceDue Diligence/Standstill Fee”) payable ), and that such Due Diligence/Standstill Fee has been released from escrow by Buyer Seller and distributed as provided in the Term Sheet to Seller for Debtor’s bankruptcy estate (the Facility is Nine Million Seven Hundred Thousand and 00/100 Dollars ($9,700,000.00“Estate”). (b) The Purchase Price as allocated Within one business day following the execution of this Agreement, Buyer shall deposit into escrow with Seller the sum of six hundred twenty-two thousand five hundred dollars ($622,500) by wire transfer of immediately available funds (the “Down Payment”) to the Facility an account designated by Seller is set forth on Schedule 3 attached hereto and made Seller, which sum shall be released from such escrow in accordance with Section 1.3(d) hereof. Buyer’s failure to make such Down Payment in accordance with this Section 1.3(b) shall automatically be deemed a part hereofmaterial breach of this Agreement. (c) Within three Upon the earlier of November 16, 2010 or the Closing (3) business days after as defined in Section 2.1 of this Agreement is fully executed by the partiesAgreement), Buyer shall deposit the sum of Twenty-Five Thousand and 00/100 Dollars pay to Seller two hundred thousand dollars ($25,000.00200,000) as an exxxxxx money deposit in immediately available funds (the “Initial DepositFinal Payment” and, together with the Down Payment, the “Escrow Funds”) with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxxby wire transfer or certified or cashier’s check as specified by Seller in a written instruction delivered to Buyer, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit and the Additional Deposit are collectively referred to as the “Deposits”). Interest earned on the Deposit which sum shall be paid released from such escrow in accordance with Section 1.3(d) hereof. Buyer’s failure to the party entitled to make such amount as provided Final Payment in accordance with this Section 1.3(c) shall automatically be deemed a material breach of this Agreement. (d) At ClosingSeller shall hold the Escrow Funds in escrow and release or otherwise disburse the Escrow Funds only in accordance with this Section 1.3(d). The Escrow Funds shall not constitute the property of Seller, nor shall the Deposit shall be credited against Escrow Funds constitute the Purchase Price and Buyer shall deposit the balance property of the Purchase Price in Cash Estate unless the Escrow Funds are released from escrow to the Escrow AgentEstate in accordance with this Section 1.3(d). (ei) Buyer shall not assume or pay, and Seller shall continue hold and disburse the Escrow Funds received by it pursuant to be responsible for, any and all debts, obligations and liabilities the terms of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, as follows: (A) At the Closing (as defined in Section 2.1 of this Agreement), Seller shall disburse the Escrow Funds to the Estate; (B) If the Bankruptcy Court fails, by December 7, 2010 (or such other date as mutually agreed to in writing by the parties and Oxford Finance), to approve (I) this Agreement and any other definitive agreements which Buyer has requested the bankruptcy court to approve and that are reasonably necessary to transfer the Assets to Buyer on the Closing Date in an exclusive sale process without limiting overbidding (such other definitive agreements, together with this Agreement, collectively the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as “Definitive Agreements”) and (II) the sale of the ClosingAssets to Buyer (the “Sale”), nor then Seller shall release the Escrow Funds to Buyer assume within two business days thereafter; (C) If the Bankruptcy Court approves any offer, other than Buyer’s offer, for all or be responsible any part of the Assets (a “Competing Offer”), or if Seller materially breaches Section 5.4 (Exclusivity; No Overbidding) of this Agreement; then Seller shall release the Escrow Funds to Buyer within two business days thereafter and the Estate shall repay the Due Diligence/Standstill Fee to Buyer and reimburse Buyer for any subsequent claimits costs up to ninety thousand dollars ($90,000) pursuant to Section 5.4; (D) If the Closing (as defined in Section 2.1 of this Agreement) does not occur by December 8, action, suit 2010 (or proceeding arising out of or relating to any such other event occurring, with respect date as mutually agreed to in writing by the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties and Oxford Finance) as a result of a material breach of any Definitive Agreement by any party thereto other than Buyer, then Seller shall release the operation Escrow Funds to Buyer within two business days thereafter; (E) If the Closing (as defined in Section 2.1 of this Agreement) does not occur by December 8, 2010 (or such other date as mutually agreed to in writing by the parties and Oxford Finance) as a result of a breach of any Definitive Agreement by Buyer, then Seller shall release the Escrow Funds to the Estate within two business days thereafter; (F) Upon a material breach of Sections 1.3(b) or 1.3(c) of this Agreement by Buyer, then Seller shall release the Escrow Funds to the Estate within three business days after such material breach; (G) Upon mutual written agreement with Buyer, Seller shall release the Escrow Funds in accordance with such agreement, which shall be evidenced by a written instrument; and (H) If this Agreement or the Escrow Funds become the subject of litigation, upon written request from Buyer or Seller, Seller shall deposit the Escrow Funds with the clerk of the Facility prior to court in which the Closing Date by litigation is pending, or a court of competent jurisdiction if no litigation is pending, and thereupon Seller or Seller’s operating entity, Danby House, LLC (“Operator”)shall be fully relieved and discharged of any further responsibility with regard thereto.

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility is Nine Eight Million Seven Hundred Seventy-Five Thousand and 00/100 Dollars ($9,700,000.008,775,000.00). (b) The Prior to the Closing, Seller and Buyer shall work in good faith to determine the allocation of the Purchase Price as allocated among the assets being sold by Seller under this Agreement. If the parties are unable to reach agreement on such allocation prior to the Facility Closing, then each party shall be allowed to separately decide how the Purchase Price shall be allocated among the assets being sold by Seller is set forth under this Agreement; provided such allocation shall not be binding on Schedule 3 attached hereto and made a part hereofthe other party. (c) Within three (3) business days after this Agreement is fully executed by the parties, Buyer shall deposit the sum of Twenty-Five Fifty Thousand and 00/100 Dollars ($25,000.0050,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Sxxxxxx Title Insurance Company at its offices office at 200 X. Xxxxxx 2000 Xxxx Xxxxxx, Xxxxx 0000#000, Xxxxxxx-XxxxxXxxxxx, Xxxxx Xxxxxxxx Xxxxxxxxxx 00000, AttnAttention: Kxx XxxxxxxxCxxxx Xxxxxx, (“Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twenty-Five One Hundred Thousand and 00/100 Dollars ($25,000.00100,000.00) (“Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit and the Additional Deposit are collectively referred to as the “DepositsDeposit”). Interest earned on the Deposit shall be paid to the party entitled to such amount as provided in this Agreement. (d) At Closing, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the balance of the Purchase Price in Cash to the Escrow Agent. (e) At Closing, Buyer and Seller agree that the amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.000) (the “Property Tax Holdback Proceeds”) shall be held back in Escrow until the earlier of (i) three (3) days after Seller provides written notice to Buyer that the property tax bxxx appeal with respect to the property tax bxxx for the Property for the 2011 and 2012 tax years has settled for an amount at or below One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Property Tax Threshold Amount”), which notice shall include written evidence from the tax assessor for the County of Mxxxxx or other governmental agency responsible for the assessment of real property taxes against the Property, or (ii) November 30, 2013. If the property tax bxxx appeal is settled at or below the Property Tax Threshold Amount and Seller provides Buyer with notice that all prior property taxes have been paid and the back-up documentation as provided above, Buyer and Seller shall direct Escrow Agent to release the Property Tax Holdback Proceeds to Seller. If the property tax bxxx appeal does not settle below the Property Tax Threshold Amount by November 30, 2013, Buyer and Seller shall direct Escrow Agent to release the Property Tax Holdback Proceeds to Buyer. The Property Tax Holdback Proceeds shall be held in an interest bearing account. The provisions of this Section 3(e) shall survive Closing. (f) Buyer shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicare, Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date by Seller or Seller’s operating entity, Danby House, LLC entity (“Operator”).

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility Property is Nine Sixteen Million Seven Eight Hundred Thousand and 00/100 Dollars ($9,700,000.0016,800,000). (b) The Purchase Price as allocated to the each Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (c) Within three (3) business days after this Agreement is fully executed by the parties, Buyer shall deposit the sum of Twenty-Five One Hundred Thousand and 00/100 Dollars ($25,000.00100,000) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Lawyers Title Insurance Company at its offices at 200 X. Xxxxxx XxxxxxCompany, 4000 Xxxxxxx Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, AttnAttention: Kxx Xxxxxxxx, Dxxx Xxxxxxxx (“Title Company” or “Escrow Agent”) ), and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twentynon-Five refundable, except as otherwise expressly provided herein, One Hundred Thousand and 00/100 Dollars ($25,000.00100,000) (“Non-Refundable Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit, Non-Refundable Additional Deposit and (if applicable) the Additional Non-Refundable Extension Deposit (or applicable portion thereof), as defined below, are collectively referred to as the “Deposits”). Interest earned on the Deposit Deposits shall be paid to the party entitled to such amount as provided in this Agreement. (d) At Closing, the Deposit Deposits shall be credited against the Purchase Price and Buyer shall deposit the balance of the Purchase Price in Cash to the Escrow Agent. (e) Buyer shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing DateFacilities. In addition, Buyer shall not assume successor liability obligations to Medicare, Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date Facilities by Seller or Seller’s operating entity, Danby House, LLC entity (“Operator”). (f) Each party shall have the right to allocate the Purchase Price in accordance with their own accounting standards, but neither party’s allocation of the Purchase Price shall be binding on the other party to this Agreement. Buyer shall provide Seller with copies of all final appraisals relating to the property purchased by Buyer pursuant to this Agreement. Such appraisals shall be provided within five (5) days of receipt by Buyer.

Purchase Price; Deposits. The following shall apply with respect (a) Purchaser agrees to pay a purchase price of Four Million Two Hundred Eighty-Three Thousand Seventy-One Dollars and No/100 ($4,283,071.00) (the "Purchase Price of Price") for the Property. The Purchase Price, plus or minus pro-rations, credits and adjustments, if any, as hereinafter provided, shall be payable as follows: (ai) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility is Nine Million Seven Hundred Fifty Thousand and 00/100 Dollars ($9,700,000.00)50,000) (the "Initial Deposit") shall be deposited by Purchaser in escrow with a title company mutually acceptable to Purchaser and Seller (the "Escrow Agent") upon the full execution and delivery of this Agreement. (b) The Purchase Price as allocated to the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (cii) Within three five (35) business days after this Agreement is fully executed by the partiesInspection Period Expiration Date (defined below), Buyer shall deposit the sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer provided that Purchaser has not terminated exercised its right to terminate this Agreement on or before the expiration of the Due Diligence Period (defined such date as provided in Section 4 below), then Buyer Purchaser shall deposit deliver in escrow with Escrow Agent an the additional Twenty-Five sum of Fifty Thousand and 00/100 Dollars ($25,000.0050,000) (“the "Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period ("; the Initial Deposit and the Additional Deposit are sometimes individually and collectively referred to as the “Deposits”"Deposit"). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account. Interest earned on the Deposit shall be paid deemed part of the Deposit. All references to the party entitled to such amount as provided Deposit contained in this Agreement. (d) At ClosingAgreement shall mean and refer to the Deposit, together with any interest accrued thereon. Except as otherwise provided herein, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the to Seller at Closing. (b) The balance of the Purchase Price in Cash to the Escrow Agent. Price, Four Million One Hundred Sixty-Six Thousand One Hundred Forty-One Dollars and No/100 (e$4,183,071.00) Buyer plus or minus pro-rations, credits and adjustments as aforesaid, shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business payable at the Facility, on or prior Closing (as hereinafter defined) to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date bank account designated by Seller or Seller’s operating entity, Danby House, LLC (“Operator”)through a wire transfer of immediately available funds.

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility is Nine Fifteen Million Seven Hundred Thousand and 00/100 Dollars ($9,700,000.0015,000,000.00). (b) The Purchase Price as allocated to the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (c) Within three two (32) business days after this Agreement is fully executed by the parties, Buyer shall deposit the sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Lawyers Title Insurance Company at its offices office at 200 X. Xxxxxx Xxxxxx, 4000 Xxxxxxx Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, AttnAttention: Kxx Dxxx Xxxxxxxx, (“Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit, Additional Deposit and (if applicable) the Additional Extension Deposit (or applicable portion thereof), as defined below, are collectively referred to as the “Deposits”). Interest earned on the Deposit shall be paid to the party entitled to such amount as provided in this Agreement. (d) At Closing, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the balance of the Purchase Price in Cash to the Escrow Agent. (e) Buyer shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicare, Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date by Seller or Seller’s operating entity, Danby House, LLC entity (“Operator”).

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price Buyer agrees to pay the fair market value of the Premises as determined using either an appraisal, a broker opinion of value, a fairness opinion from an independent third party or some combination of these inputs mutually agreed on by Buyer and Seller (the “Purchase Price”) payable by Buyer to Seller for the Facility Premises, however, the minimum purchase price will be $11,037,637.37. Buyer and Seller are parties to that certain Right of First Refusal and Option, dated as of December 9, 2013, with respect to the Property (the “ROFR”). Under the ROFR, Buyer was granted the right to purchase the Property for an amount equal to the fair market value of the Property as negotiated between Buyer and Seller (taking into account assumed debt and other obligations relating to the Property) minus the Option Fee. The “Option Fee” under the ROFR is Nine Million Seven Hundred Thousand (i) the amount (the “Advanced Amount”) that Buyer paid (including reasonable and 00/100 Dollars verifiable expenses) to obtain and terminate (through conversion hereunder of the B Note into the Option Fee) that certain Bifurcated Note B (the “B Note”), in favor of Capmark Bank (the “Original Lender”), dated March 1, 2010 in the original principal amount of $9,700,000.002,851,500.00 and subsequently acquired by German American Capital Corporation that encumbered the Property prior to the date of the ROFR, plus (ii) 12% simple interest per annum on the Advanced Amount from the date of the ROFR through the date of the sale of the Property. The Option Fee is hereby converted into the “Deposit”, which is $1,537,637.37 on the date hereof, and which shall continue to accrue interest until the Closing as provided in Section 2(a)(ii). (b) The Purchase Price Price, less the Deposit, as allocated adjusted pursuant to the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (c) Within three (3) business days after this Agreement is fully executed by the partiesSection 4, Buyer shall deposit the sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit and the Additional Deposit are collectively referred to as the “Deposits”). Interest earned on the Deposit shall be paid at the Closing (as hereinafter defined) by immediately available funds wired to Seller’s account pursuant to wiring instructions provided by Seller prior to the party entitled to such amount as provided in this Agreement. (d) At Closing, or through other consideration agreed upon by Buyer and Seller. At the Deposit shall be credited against the Purchase Price and Closing, Buyer shall deposit the balance of the Purchase Price, subject to adjustment as provided herein, with the Escrow Agent. The Deed (as hereinafter defined) shall not be released or recorded until after the Escrow Agent has received the entire balance of the Purchase Price, and the Escrow Agent shall be authorized to release the Deed simultaneously receipt of the balance of the Purchase Price in Cash and the Deposit to Seller. The Escrow Agent shall provide a “Closing Protection Letter” for the benefit of Seller. Seller shall provide an escrow instruction letter to the Escrow Agent. (e) Buyer shall not assume or pay, and Seller shall continue Agent prior to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out with escrow instructions consistent with the terms of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date by Seller or Seller’s operating entity, Danby House, LLC (“Operator”)this Agreement.

Purchase Price; Deposits. The following shall apply with respect (a) Purchaser agrees to pay a purchase price of Six Million Seven Hundred Fifty and 00/100 ($6,750,000.00) (the "Purchase Price of Price") for the Property. The Purchase Price, plus or minus pro-rations, credits and adjustments, if any, as hereinafter provided, shall be payable as follows: (ai) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility is Nine Million Seven Hundred Thousand and 00/100 Dollars ($9,700,000.00). (b) The Purchase Price as allocated to the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (c) Within three (3) business days after this Agreement is fully executed by the parties, Buyer shall deposit the sum of Twenty-Sixty Five Thousand and 00/100 Dollars ($25,000.0065,000.00) as an exxxxxx money deposit (“the "Initial Deposit”") shall be deposited by Purchaser in escrow with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, XxXxxxxx & Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “the "Escrow Agent”") upon the full execution and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit delivery of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twenty-Five Thousand and 00/100 Dollars ($25,000.005,000.00) of which has been previously delivered to Escrow Agent in connection with the initial offer to purchase). (“Additional Deposit”ii) within three Within five (35) business days following after the expiration Inspection Period Expiration Date (defined below), and provided that Purchaser has not exercised its right to terminate this Agreement on or before such date as provided herein, Purchaser shall deliver in escrow with Escrow Agent the sum of Sixty Five Thousand and 00/100 Dollars ($65,000.00) (the Due Diligence Period ("Additional Deposit"; the Initial Deposit and the Additional Deposit are sometimes individually and collectively referred to as the “Deposits”"Deposit"). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account, provided, however, that Xxxxx, XxXxxxxx & Xxxxx shall be permitted to hold such Deposit in its non-interest bearing Client's Trust Fund Account. Interest earned on the Deposit shall be paid deemed part of the Deposit. All references to the party entitled to such amount as provided Deposit contained in this Agreement. (d) At ClosingAgreement shall mean and refer to the Deposit, together with any interest accrued thereon. Except as otherwise provided herein, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the to Seller at Closing. (b) The balance of the Purchase Price in Cash to the Escrow Agent. Price, Six Million Six Hundred Twenty Thousand and 00/100 Dollars (e) Buyer $6,620,000.00), plus or minus pro-rations, credits and adjustments as aforesaid, shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business payable at the Facility, on or prior Closing (as hereinafter defined) to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date bank account designated by Seller or Seller’s operating entity, Danby House, LLC (“Operator”)through a wire transfer of immediately available funds.

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility Property is Nine Eighteen Million Seven Three Hundred Fifty Thousand and 00/100 Dollars ($9,700,000.0018,350,000.00). (b) The Purchase Price as allocated to the each Facility by Seller is shall be set forth on Schedule 3 attached hereto and made a part hereofhereof prior to the expiration of the Due Diligence Period. (c) Within three two (32) business days after this Agreement is fully executed by the parties, Buyer shall deposit the sum of Twenty-Five One Hundred Thousand and 00/100 Dollars ($25,000.00100,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Title Insurance Company Commonwealth Land Title/Lawyers’ Title, at its offices office at 200 X. Xxxxxx Xxxxxx, 4000 Xxxxxxx Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, AttnAttention: Kxx Dxxx Xxxxxxxx, (at “Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional Twenty-Five One Hundred Thousand and 00/100 Dollars ($25,000.00100,000.00) (“Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit and the Additional Deposit are collectively referred to as the “Deposits”). Interest earned on the Deposit shall be paid to the party entitled to such amount as provided in this Agreement. (d) At Closing, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the balance of the Purchase Price Price, plus or minus prorations, if applicable, in Cash to the Escrow Agent. (e) Buyer shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the FacilityFacilities, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or under any other third party payer programs (including any State and County programs) or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility Facilities prior to the Closing Date by Seller or Seller’s operating entity, Danby House, LLC (“Operator”).

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The Purchaser agrees to pay an aggregate purchase price for the Property (the “"Purchase Price”") payable by Buyer equal to Seller for the Facility is Nine lesser of (i) Eleven Million One Hundred Eighty-Seven Hundred Thousand and 00/100 No/100 Dollars ($9,700,000.00). 11,187,000.00) or (bii) The Purchase Price as allocated to if Seller enters into the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (c) Within three (3) business days after this Agreement is fully executed by the partiesSettlement Agreement, Buyer shall deposit the sum of Twenty(A) One Million Four Hundred Ninety-Five one Thousand Six Hundred and 00/100 No/100 Dollars ($25,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “Escrow Agent”1,491,600.00) and Escrow Agent will deposit it into an interest-bearing account with (B) the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period Settlement Amount (defined below), then Buyer or (iii) if Purchaser enters into the Loan Sale Agreement (defined below), One Million Three Hundred Five Thousand One Hundred Fifty and No/100 Dollars ($1,305,150.00). For conveyance tax and other closing purposes, the Purchase Price shall deposit be allocated among the Properties as set forth in Exhibit C attached hereto. The Purchase Price, plus or minus pro-rations, credits and adjustments, if any, as hereinafter provided, shall be payable as follows: (i) One Hundred Sixty Seven Thousand Eight Hundred Five and No/100 Dollars ($167,805.00) (the "Initial Deposit") shall be deposited by Purchaser in escrow with an Commonwealth Land Title Insurance Company (hereinafter sometimes called the "Title Company" or the "Escrow Agent") upon the full execution and delivery of this Agreement. (ii) Within five (5) business days after the date, if any, that Purchaser receives notice from Seller that Seller has executed and delivered a binding settlement agreement with the Existing Holder (defined below) (such agreement, the "Settlement Agreement") regarding the settlement of the Foreclosure (defined below) and the satisfaction of the Existing Mortgages (defined below), and that Seller has obtained the PBGC Discharge and is ready and able to consummate the Closing, such notice to be accompanied by a true and correct copy of the Settlement Agreement and PBGC Discharge as certified by an authorized officer of Seller (such notice and supporting documentation, the "Settlement Notice"), and provided that the Inspection Period Expiration Date has occurred and Purchaser has not exercised any right to terminate this Agreement pursuant to Section 4(c), Purchaser shall deliver in escrow with Escrow Agent an additional Twenty-the sum of One Hundred Sixty Seven Thousand Eight Hundred Five Thousand and 00/100 No/100 Dollars ($25,000.00) (“167,805.00)(the "Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period ("; the Initial Deposit and the Additional Deposit are sometimes individually and collectively referred to as the “Deposits”"Deposit"). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account. Interest earned on the Deposit Deposit, if any, shall be paid deemed part of the Deposit. All references to the party entitled to such amount as provided Deposit contained in this Agreement. (d) At ClosingAgreement shall mean and refer to the Deposit, together with any interest accrued thereon. Except as otherwise provided herein, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the to Seller at Closing. (b) The balance of the Purchase Price in Cash to the Escrow Agent. (e) Buyer Price, plus or minus pro-rations, credits and adjustments as aforesaid, shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business payable at the Facility, on or prior Closing (as hereinafter defined) to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date bank account designated by Seller or Seller’s operating entity, Danby House, LLC (“Operator”)through a wire transfer of immediately available funds.

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The total purchase price for the Property shall be Seventy Million Dollars ($70,000,000) (the “Purchase Price”). Thirty Four and Forty Two One-Hundredths percent (34.42%) payable by Buyer of the Purchase Price shall be allocated to Seller for the Facility is Nine Million Seven Hundred Thousand SDC 051 Property. The remaining Sixty Five and 00/100 Dollars Fifty Eight One-Hundredths Percent ($9,700,000.00). (b65.58%) of the Purchase Price shall be allocated the RET Property. The Purchase Price shall be payable as allocated to the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof.follows: (ca) Within three Not later than one (31) business days day after the execution of this Agreement is fully executed by Sellers and Buyer (such date of full execution being the parties“Effective Date”), Buyer shall deposit immediately available funds in the sum amount of Twenty-Five Hundred Thousand and 00/100 Dollars ($25,000.00500,000) as an exxxxxx money deposit (the “Initial Deposit”) into an escrow (the “Escrow”) opened with Chicago First American Title Insurance Company at its offices located at 200 X. Xxxxxx 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx 00000, with Xxx Xxxxxxx as the designated escrow officer (telephone no.: (000) 000-0000, Xxxxxxxfacsimile no.: (000) 000-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, 0000) (“Title Company” or the “Escrow AgentHolder”) and Escrow Agent will deposit it into an interest-bearing account with ). If the interest for the benefit of Buyer. In addition, if Buyer Initial Deposit has not terminated been deposited into Escrow by the end of the first business day after the Effective Date, this Agreement on or before shall automatically terminate, and the parties shall be relieved of any further obligation under this Agreement other than the Surviving Obligations (defined below), unless the parties agree in writing to an extension of such time period. Not later than one (1) business day after the expiration of the Due Diligence Period (defined belowin Section 6(a)(i)), then if Buyer has not sooner terminated this Agreement as allowed elsewhere in this Agreement, Buyer shall deposit with Escrow Agent an additional Twenty-Five Thousand and 00/100 immediately available funds in the amount of Three Million Dollars ($25,000.003,000,000) into Escrow (the “Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period (the Initial Deposit and the Additional Deposit are Deposit, plus all interest accrued thereon while in Escrow, being collectively referred to herein as the “Deposits”). Interest earned Thirty Four and Forty Two One-Hundredths percent (34.42%) of the Deposits shall be allocated to the SDC 051 Property. The remaining Sixty Five and Fifty Eight One-Hundredths Percent (65.58%) of the Deposits shall be allocated the RET Property. Buyer shall, upon delivery of the Initial Deposit or Additional Deposit, as applicable, to Escrow, instruct the Escrow Holder to invest such funds in an interest-bearing money market or savings account with a national banking association or federally chartered savings and loan association. All interest accruing on the Initial Deposit and Additional Deposit shall become a part of the Deposits and shall be distributed in accordance with the terms of this Agreement. The Deposits shall be applied towards the Purchase Price at Closing unless released from Escrow pursuant to the terms of this Agreement. The Initial Deposit shall be paid nonrefundable to Buyer upon its deposit into Escrow; with the party entitled to such amount as provided in this Agreement. (d) At Closing, sole exception that the Initial Deposit shall be credited against the Purchase Price refundable to Buyer if (i) this Agreement terminates and Buyer shall deposit the balance of the Purchase Price in Cash Escrow fails to the Escrow Agent. (e) Buyer shall not assume or pay, and Seller shall continue close due to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in a Seller’s default under this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date by Seller or Seller’s operating entity, Danby House, LLC (“Operator”).ii) this Agreement

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Facility Property is Nine Eight Million Seven Five Hundred Thousand and 00/100 Thousands Dollars ($9,700,000.00)8,500,000) in cash, which shall be allocated for tax purposes among the assets that comprise the Property as set forth on Schedule 3 to this Agreement. (b) The Purchase Price Buyer has deposited the sum of Twenty Five Thousand Dollars ($25,000) as allocated to an exxxxxx money deposit (“Initial Deposit”) with Lawyers Title Company, 4000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: Dxxx Xxxxxxxx (“Title Company” or “Escrow Agent”) and Escrow Agent has deposited it into an interest-bearing account with the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. interest for the benefit of Buyer. Within two (c) Within three (32) business days after this Agreement is fully executed by the parties, Buyer shall deposit the an additional sum of Twenty-Twenty Five Thousand and 00/100 Dollars ($25,000.0025,000) as an exxxxxx money a second deposit (“Initial Second Deposit”) with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “Escrow Agent”) Agent and Escrow Agent will deposit it into an interest-bearing account along with the Initial Deposit with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period (defined below), then (i) Buyer shall deposit with Escrow Agent an additional Twenty-Five Fifty Thousand and 00/100 Dollars ($25,000.0050,000) (“Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period Period, and (ii) the Initial Deposit, the Second Deposit and the Additional Deposit shall be nonrefundable except as otherwise provided in Section 13(b)(i). The Initial Deposit, the Second Deposit, the Additional Deposit and (if applicable) the Extension Deposit (or applicable portion thereof), as defined below, are collectively referred to as the “DepositsDeposit”). Interest earned on the Deposit shall be paid to the party entitled to such amount as provided in this Agreement. (dc) At Closing, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the balance of the Purchase Price in Cash to the Escrow Agent. (ed) Buyer shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business at the Facility, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicare, Medicaid, HMO or any other third party payer programs or be responsible for recoupment’srecoupments, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date by Seller or Seller’s operating entity, Danby House, LLC (“the Operator”).

Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property: (a) The Purchaser agrees to pay an aggregate purchase price for the Property (the “"Purchase Price”") payable by Buyer equal to Seller for the Facility is Nine lesser of (i) Three Million Seven Eight Hundred Thirteen Thousand and 00/100 No/100 Dollars ($9,700,000.003,813,000.00). ; or (bii) The Purchase Price as allocated to if Seller enters into the Facility by Seller is set forth on Schedule 3 attached hereto and made a part hereof. (c) Within three (3) business days after this Agreement is fully executed by the partiesSettlement Agreement, Buyer shall deposit the sum of Twenty-(A) Five Hundred Eight Thousand Four Hundred and 00/100 No/100 Dollars ($25,000.00) as an exxxxxx money deposit (“Initial Deposit”) with Chicago Title Insurance Company at its offices at 200 X. Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attn: Kxx Xxxxxxxx, (“Title Company” or “Escrow Agent”508,400.00) and Escrow Agent will deposit it into an interest-bearing account with (B) the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before the expiration of the Due Diligence Period Settlement Amount (defined below), then Buyer or (iii) if the Purchaser enters into the Loan Sale Agreement, Four Hundred Forty Four Thousand Eight Hundred Fifty and No/100 Dollars ($444,850.00) . The Purchase Price, plus or minus pro-rations, credits and adjustments, if any, as hereinafter provided, shall deposit be payable as follows: (i) Fifty Seven Thousand One Hundred Ninety-Five and No/100 Dollars ($57,195.00) (the "Initial Deposit") shall be deposited by Purchaser in escrow with Commonwealth Land Title Insurance Company (sometimes hereinafter called the "Title Company" or the "Escrow Agent") upon the full execution and delivery of this Agreement. (ii) Within five (5) business days after the date, if any, that Purchaser receives notice from Seller that Seller has executed and delivered a binding settlement agreement with the Existing Holder (defined below) (such agreement, the "Settlement Agreement") regarding the settlement of the Foreclosure (defined below) and the satisfaction of the Existing Mortgage (defined below) and is ready and able to consummate the Closing, such notice to be accompanied by a true and correct copy of the Settlement Agreement as certified by an authorized officer of Seller (such notice and supporting documentation, the "Settlement Notice"), and provided that the Inspection Period Expiration Date has occurred and Purchaser has not exercised any right to terminate this Agreement pursuant to Section 4(c), Purchaser shall deliver in escrow with Escrow Agent an additional Twentythe sum of Fifty Seven Thousand One Hundred Ninety-Five Thousand and 00/100 No/100 Dollars ($25,000.00) (“57,195.00)(the "Additional Deposit”) within three (3) business days following the expiration of the Due Diligence Period ("; the Initial Deposit and the Additional Deposit are sometimes individually and collectively referred to as the “Deposits”"Deposit"). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account. Interest earned on the Deposit Deposit, if any, shall be paid deemed part of the Deposit. All references to the party entitled to such amount as provided Deposit contained in this Agreement. (d) At ClosingAgreement shall mean and refer to the Deposit, together with any interest accrued thereon. Except as otherwise provided herein, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the to Seller at Closing. (b) The balance of the Purchase Price in Cash to the Escrow Agent. (e) Buyer Price, plus or minus pro-rations, credits and adjustments as aforesaid, shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending as of the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted its business payable at the Facility, on or prior Closing (as hereinafter defined) to the date of the Closing Date. In addition, Buyer shall not assume successor liability obligations to Medicaid, HMO or any other third party payer programs or be responsible for recoupment’s, fines, or penalties required to be paid to such parties as a result of the operation of the Facility prior to the Closing Date bank account designated by Seller or Seller’s operating entity, Danby House, LLC (“Operator”)through a wire transfer of immediately available funds.