Common use of USE OF PURCHASE PRICE Clause in Contracts

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the Commonwealth of Massachusetts or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows:

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller Sellers must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller Sellers may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller Sellers shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the SellerSellers, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller Sellers or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the PropertyProperties. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller Purchaser shall pay all state, county or local transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the Commonwealth of Massachusetts Pennsylvania or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller Sellers and the Purchaser to the extent required by applicable law. The Purchaser shall not be entitled to receive a credit against or abatement of the Purchase Price payable to the Sellers at the Closing as a result of the Purchaser's Transfer Tax Payments. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the SellerSellers. The Each Seller represents and warrants to the Purchaser as follows:: (a)

USE OF PURCHASE PRICE. If on Seller hereby acknowledges that it fully understands that : (i) Buyer’s ability to collect the Closing Date there may be Purchased Amount (or any Liens portion thereof) is contingent upon Seller’s continued operation of its business and successful generation of the Future Receipts until the Purchased Amount is delivered to Buyer in full ; and (ii) that in the event of decreased efficiency or other encumbrances which total failure of Seller’s business Buyer’s receipt of the Seller must pay full or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchased Amount may be delayed indefinitely . Based upon the foregoing, Xxxxxx agrees to use the Purchase Price exclusively for the benefit and advancement of Seller’s business operations and for no other purpose . 6. Initial Installments of Purchased Amount . The Purchased Amount shall be delivered by Seller to satisfy Buyer in the sameamount of the Initial Installment on each and every Workday or Workweek (depending on whether the Initial Installment are daily or weekly) commencing on the Effective Date and ending on the Expiration Date . 7. Approved Bank Account and Credit Card Processor . During the term of this Agreement, providedSeller shall : (ai) deposit all Future Receipts into one (and only one) bank account which bank account shall be acceptable and preapproved by Buyer (the “Approved Bank Account”), (ii) use one (and only one) credit card processor which processor shall be acceptable and preapproved by Buyer (the “Approved Processor”) and (iii) deposit all credit card receipts into the Approved Bank Account . In the event the Approved Bank Account or Approved Processor shall become unavailable or shall cease providing services to Seller during the term of this Agreement, prior to the first date of such unavailability or cessation of services, Seller shall deliver arrange for another Approved Bank Account or Approved Processor, as the case may be . 8. Authorization to Debit Approved Bank Account . Seller hereby authorizes Buyer to initiate electronic checks or ACH debits from the Purchaser or Approved Bank Account (which as of the Title Company, at Effective Date of this Agreement shall be the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (baccount listed below) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain amount of title that may be a Lien the Initial Installment commencing on the Closing Effective Date until Buyer receives the full Purchased Amount ; *Seller shall not provide Buyer with all access code(s) for the Approved Bank Account during the Term of this Agreement . The Initial Installment is to be an objection to title if the Title Company omits same drawn via ACH payment, from the title policy issued pursuant following bank account : i. Account Number : ii. Routing Number : iii. Account Name : iv. Bank Name : *Note that this authorization is to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer remain in full force and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the Commonwealth of Massachusetts or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows:effect until Xxxxx receives written notification from

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the Commonwealth State of Massachusetts North Carolina or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. For the purposes of this Section 6, references made to the actual knowledge of the Seller shall be limited to the actual knowledge of James M. Thomson after havxxx xxxx xxxxxxxble inquiry of the property manager. The Seller represents and warrants to the Purchaser as follows:

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the Commonwealth State of Massachusetts Illinois or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey Survey and other Closing-Closing- related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the SellerBeneficiary. The Seller Beneficiary represents and warrants to the Purchaser as follows:

USE OF PURCHASE PRICE. If on the Closing Date there may be any Liens or other encumbrances which the Seller must pay or discharge in order to convey to the Purchaser such title as is herein provided to be conveyed, the Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) the Seller shall deliver to the Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) the Seller, having made arrangements with the Title Company, shall deposit with said company sufficient moneys acceptable to said company to insure the obtaining and the recording of such satisfactions. Franchise Taxes. Any franchise or corporate tax open, levied or imposed against the Seller or other owners in the chain of title that may be a Lien on the Closing Date shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures the Purchaser against collection thereof out of the Property. Transfer Taxes; Title Insurance Premiums. At the Closing, the Seller Purchaser shall pay all transfer and recording taxes (the "Transfer Tax Payments") imposed pursuant to the Laws of the Commonwealth State of Massachusetts California or any other governmental authority in respect of the transactions contemplated by this Agreement by delivery to the Title Company of sufficient funds to pay such taxes together with any return (the "Transfer Tax Return") required thereby which shall be duly executed by the Seller and the Purchaser to the extent required by applicable law. The Purchaser shall not be entitled to receive a credit against or abatement of the Purchase Price payable to the Seller at the Closing as a result of the Purchaser's Transfer Tax Payments. At the Closing, the premiums due the Title Company to obtain title insurance policies in the form contemplated by the Title Commitment (as the same may be amended pursuant to this Agreement), the cost of obtaining the survey and other Closing-related expenses shall be paid in the manner set forth on Schedule 6 hereto. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows:.