Common use of Xxxxxxx Money Deposit Clause in Contracts

Xxxxxxx Money Deposit. (a) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) of the consideration to be received by Seller (the "Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was made.

Xxxxxxx Money Deposit. Within three (a3) One Million Five business days after the Execution Date, and as a condition precedent to the effectiveness of this Agreement, Buyer shall deposit in escrow with the Title Company by wire transfer or other immediately available funds the sum of Three Hundred Fifty Thousand Dollars ($1,550,000300,000) (the “Initial Deposit”). If Buyer has not terminated this Agreement on or before the expiration of the consideration to be received by Seller Due Diligence Period as permitted herein, Buyer shall, on the first business day following the expiration of the Due Diligence Period, deposit an additional Six Hundred Thousand Dollars ($600,000) (the "“Additional Deposit"”) in escrow with the Title Company by wire transfer or other immediately available funds. The Initial Deposit and the Additional Deposit, as and when made as required herein, shall be delivered by Buyer referred to collectively as the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). “Deposit.” The Deposit shall be held, invested applied against the Purchase Price on the Closing of this Transaction and applied shall otherwise be held and delivered by the Title Company in accordance with the provisions of Article 13. If Buyer fails timely to make the Initial Deposit as provided herein, Buyer shall be deemed to have elected to terminate this Agreement, and Seller and Buyer shall have no further liability hereunder except for obligations which by the express terms of this Agreement and survive the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date termination of this Agreement. If Buyer fails to make the Additional Deposit as and when required herein, including Seller may enforce Buyer’s obligation to make the relationship Additional Deposit and xxx to collect the same from Buyer, notwithstanding Seller’s termination of this Agreement and receipt of the Initial Deposit pursuant to the range following Section 11.1. Buyer acknowledges and agrees that if it has not terminated this Agreement as of harm the expiration of the Due Diligence Period, Buyer’s obligation to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, make the Additional Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by expressly survive any later termination of this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from by Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeBuyer’s default.

Xxxxxxx Money Deposit. (a) One Million Five Hundred On the business day following the date of the execution hereof by Purchaser and Seller, Purchaser shall deliver to Escrow Holder, in Good Funds, the sum of Two Fifty Thousand Dollars ($1,550,000250,000.00) of (together with all interest accrued thereon the consideration to be received by Seller (the "“Initial Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c”). The Initial Deposit shall become non-refundable to Purchaser if Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period pursuant to the provisions of Section 4.4 hereof. Unless Purchaser has elected to terminate this Agreement in accordance with the provisions of Section 4.4 hereof, prior to the expiration of the Due Diligence Period Purchaser shall deposit with Escrow Holder, in Good Funds, the additional sum of Five Hundred Thousand Dollars ($500,000.00) (the “Additional Deposit”). The Xxxxxxx Money Deposit shall be held, invested and applied held by Escrow Holder in accordance with the terms of this Agreement and the Escrow Agreement. The Xxxxxxx Money Deposit shall be invested in such interest bearing accounts, shortnon-term obligations refundable to Purchaser (and shall constitute liquidated damages pursuant to Section 9.1 hereof) upon the expiration of the United StatesDue Diligence Period (unless Purchaser has, prime commercial paperprior thereto, commercial acceptances or bank certificates delivered to Seller its Notice of deposit Purchaser’s termination of this Agreement as from time to time directed by Buyer provided in its sole discretion upon written instructions delivered by Buyer to the Escrow BankSection 4.4 hereof); provided, provided that all such investments shall mature on or prior to the Closing Date so however that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Xxxxxxx Money Deposit shall be for refundable to Purchaser in the account event of Buyer. Interest accrued with respect to any investment of the Deposit having (a) a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and material uncured default by Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date (b) a failure of a condition precedent to Purchaser’s obligations as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of or (c) as otherwise specifically provided by this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the The Xxxxxxx Money Deposit shall be paid applied to Seller the Purchase Price on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all Close of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeEscrow.

Xxxxxxx Money Deposit. Purchaser upon acceptance of this contract by Seller (aor within three (3 )business/banking days thereafter since Buyer’s attorney will need to wire the funds personally from its trust account) One Million Five will deliver to XXX XXXXXXX PARTNERS ("Broker" and “Escrow Agent”) the sum of Two-Hundred Fifty Thousand Dollars and no cents ($1,550,000250,000.00) as an xxxxxxx money deposit on account of the consideration to be received by Seller purchase price hereunder (the "“Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c”). The Said Deposit shall be heldfully refundable where said Contract becomes void under paragraphs 9, invested and applied in accordance with the terms 10 or 15 of this Agreement and the Escrow Agreementagreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as Where Buyer fails to close within ninety five (95) days from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this AgreementContract or otherwise elects to cancel this contract for reasons other than those outlined under paragraphs 9, including 10 or 15 of this agreement, Buyer shall forfeit twenty five thousand ($25,000.00), to Seller. Seller has a duty to act in good faith and to not engage in any act that would obstruct, hinder, or delay Buyer from Closing or performing any act hereunder. However, Buyer shall have the relationship right to extend the closing date by an additional thirty-one (31) days by sending written notice of its election to extend the closing date prior to or on the day of Closing, and delivering fifty thousand dollars ($50,000.00) within three (3) banking/business days to seller or its agent. After the expiration of the Deposit additional thirty-one (31) days (i.e. 126 days from this Contract being finally signed and delivered to the range of harm to Seller that can be reasonably anticipated, other party) and in recognition the event that proof Buyer failed to close for reasons other than those outlined under paragraphs 9, 10 or 15 of actual damages would be difficultthis agreement, costly or inconvenient. In such case, the Deposit Buyer shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely forfeit its Seventy Five Thousand dollar ($75,000.00) escrow deposit to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all . Upon inspection of the conditions specified seven (7) trailers included in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship Buyer is entitled to reject acceptance of such sum any one or more of said trailers if their condition is not satisfactory to the range of harm to Buyer that can be reasonably anticipatedBuyer, assuming Buyer’s rejection is reasonable, and the price for said trailers of seventy five thousand dollars ($75,000) shall be renegotiated by the parties. Broker shall deposit each deposit check in recognition that proof a separate interest bearing escrow account. All checks representing deposits for which Broker receives shall be deposited in Broker's escrow account prior to closing and shall be subject to clearance. Accrued interest shall accrue in favor of actual damages would Buyer, and shall be difficultapplied towards the Purchase price, costly unless Buyer cancels this contract for reasons other than those outlined under paragraphs 9, 10 or inconvenient. Each party 15, in which event said interest accrual is forfeited to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeSeller.

Xxxxxxx Money Deposit. Not later than four (a4) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) of Business Days following the consideration Effective Date, Buyer shall deposit with Escrow Agent the Xxxxxxx Money Deposit hereunder, to be received by Seller (the "Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested held and applied disbursed in accordance with the terms of this Agreement Agreement. After clearance of funds, Escrow Agent shall only hold the Xxxxxxx Money Deposit in an interest bearing money market account (which holds only U.S. treasuries) at a federally insured financial institution reasonably acceptable to Buyer and Escrow Agent, and interest earned thereon shall be reported under the Escrow United States Taxpayer Identification Number 00-0000000 of Buyer. All interest earned on the Xxxxxxx Money Deposit, or any portion thereof, shall be deemed to constitute a portion of the Xxxxxxx Money Deposit and shall be disbursed in accordance with the terms of this Agreement. The Xxxxxxx Money Deposit shall be invested in such interest bearing accountscredited to the cash due from Buyer at each Closing. Buyer shall have the right, short-at its option during the term obligations of this Agreement, to substitute one or more letters of credit for all or any portion of the United StatesXxxxxxx Money Deposit. The letter(s) of credit shall be drawn on Xxxxx Fargo Bank, prime commercial paper, commercial acceptances or bank certificates any other financial institution reasonably acceptable to Seller and shall name Escrow Agent as beneficiary. The letter(s) of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer credit shall not impose any conditions to the drawing thereof other than a certificate from the Escrow BankAgent that Escrow Agent is entitled to draw upon the letter of credit pursuant to the terms of this Agreement. If any letter(s) of credit do not have an expiration date of at least thirty (30) days after either Closing Date, provided that all then Buyer shall renew or extend such investments shall mature on or letter(s) of credit at least fifteen (15) days prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawalsexpiration thereof. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect If Buyer fails to any investment of the Deposit having a maturity date deliver proper renewals or extension documentation prior to the Closing Date deadline for same, then Escrow Agent shall be added to draw upon the letter(s) of credit which have not been timely renewed or extended and hold the proceeds thereof as the Xxxxxxx Money Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement. In such event, or such earlier date Buyer may, at its option, again replace any portion of the xxxx Xxxxxxx Money Deposit with a letter of credit satisfying the requirements of this Agreement. The letter(s) of credit shall be held and disbursed in the same fashion as Buyer and Seller the Xxxxxxx Money Deposit under this Agreement. Except when the proceeds of any letter of credit shall deliver be promptly deposited into the registry of the court pursuant to the terms of this Agreement, the letter(s) of credit shall not be drawn upon by Escrow Bank joint written instructions that Agent until the Escrow Agent is otherwise authorized to deliver the Xxxxxxx Money Deposit to Seller pursuant to this Agreement has been validly terminated. If (i.e., the transactions contemplated by this Agreement are letter(s) of credit may not consummated due solely to Buyer's failure or refusal to perform its obligations be drawn upon until after the expiration of any applicable notice provisions set forth in Section 12.3 after all 12 of this Agreement); provided, however, that notwithstanding any notice requirements in this Agreement, Escrow Agent shall be entitled to draw upon any expiring letter(s) of credit which are not timely renewed or extended pursuant to the conditions specified terms of this Subsection, in Article 10 have been satisfied or waived, which event Escrow Agent will hold and Seller has performed or stands ready to perform its obligations disburse the proceeds thereof in the manner set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such caseAt each Closing, the Deposit letter(s) of credit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid returned to Buyer on and not credited against the same date. If the transactions contemplated by this Agreement are not consummated Purchase Price otherwise due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and from Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from at such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeClosing.

Xxxxxxx Money Deposit. Concurrent with the execution of this Agreement, Buyer and Seller shall promptly cause an escrow (athe “Escrow”) One Million to be opened with First American Title Insurance Company located at 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 400, Los Angeles, California 90017, attention: Xxxxx Xxxxxxxx, telephone: (000) 000-0000, facsimile: (000) 000-0000, e‑mail: xxxxxxxxx@xxxxxxx.xxx (“Escrow Holder”). Within three (3) business days of the Effective Date, Buyer shall deposit with Escrow Five Hundred Fifty Thousand and No/100 Dollars ($1,550,000500,000.00) (the “Xxxxxxx Money Deposit”). In the event Buyer fails to timely make the Xxxxxxx Money Deposit as set forth herein, Seller may elect to terminate this Agreement, at which point the respective obligations of the consideration to be received by Seller parties hereunder shall terminate (the "Deposit"except those provisions that expressly survive any termination) and Buyer shall be delivered by Buyer to the responsible for any Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c)and Title Company charges incurred. The Xxxxxxx Money Deposit shall be heldmade by either delivering cash or certified funds to Escrow Holder. Interest accruing on the Xxxxxxx Money Deposit, invested if any, shall be held for the benefit of Buyer. If the Closing occurs, the Xxxxxxx Money Deposit shall be applied to the payment of the Purchase Price. The Escrow shall be opened and applied maintained solely for the purpose of holding and disbursing monetary deposits and documents evidencing monetary amounts as directed by Buyer and Seller, and Escrow Holder is hereby directed to disburse funds held by it in accordance with the terms and provisions of this Agreement, or as otherwise directed in a writing signed by both Buyer and Seller. If Buyer has made the Xxxxxxx Money Deposit and this Agreement is terminated prior to the End of the Inspection Period, Escrow Holder is hereby instructed to promptly return the Xxxxxxx Money Deposit, together with any interest earned thereon, to Buyer. Except in the event of a Seller default or as expressly set forth in Section 4.1 (to the extent that, as of the date this Agreement is terminated, the deadline to complete a particular Buyer’s Condition has passed and is unsatisfied), if this Agreement is terminated after the End of the Inspection Period, Escrow Holder is hereby instructed to promptly deliver the Xxxxxxx Money Deposit, together with any interest earned thereon, to Seller. These instructions shall be irrevocable and shall supersede any conflicting provision in Escrow Holder’s general conditions or in any escrow instructions executed upon Escrow Holder’s request. This Agreement shall constitute escrow instructions to Escrow Holder with respect to the Xxxxxxx Money Deposit, but Escrow Holder shall be concerned only with the receipt and deposit of the funds and the disbursement of the funds as provided in this Agreement, or as otherwise directed in writing by both Buyer and Seller, but shall not be otherwise concerned with the terms and provisions of this Agreement. The parties hereby agree and acknowledge that Escrow Holder’s general provisions are hereby incorporated herewith, provided however, to the extent there is any conflict between the terms herein and that of the Escrow Holder’s general provisions, the terms of this Agreement and shall govern. Notwithstanding anything to the Escrow Agreement. The contrary herein, in the event this Agreement is terminated in accordance with the terms hereof for any reason other than for a default by Seller or Buyer under the terms hereof, $100.00 of the Xxxxxxx Money Deposit shall be invested in such interest bearing accounts, short-term obligations disbursed to Seller as consideration for the execution of this Agreement (the “Independent Consideration”) and the balance of the United StatesXxxxxxx Money Deposit, prime commercial paperincluding interest earned thereon, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of returned to Buyer. Interest accrued In the event this Agreement is determined to be unenforceable or void as a mutually binding contract by reason of the existence of any condition, the indefiniteness of any provision, the lack of mutuality, or any approval, election or discretion of Buyer with respect to any investment of contingency or other matter, then the Deposit having a maturity date prior to the Closing Date Independent Consideration shall be added to the Deposit considered adequate consideration for, and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, this Agreement shall be paid construed as, an option to Buyer as Buyer and Seller shall direct by joint written instructions delivered to purchase enforceable in accordance with the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations terms set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeherein.

Xxxxxxx Money Deposit. (a) One Million Five Hundred Fifty Thousand Dollars An xxxxxxx money deposit in the amount ONE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,550,000) of the consideration to be received by Seller (the "Deposit"1,250,000.00) shall be delivered deposited with Escrow Agent by Buyer within three (3) business days after the Effective Date. Escrow Agent shall provide Seller written notice of the receipt of the Xxxxxxx Money Deposit. This Agreement may be terminated by Seller by notice to Buyer if the Xxxxxxx Money Deposit is not delivered to Escrow Agent by such deadline. All deposits made as xxxxxxx money, together with the earnings thereon, shall be deemed included within the meaning of the term Xxxxxxx Money Deposit for all purposes. The Xxxxxxx Money Deposit shall be held as specifically provided in this Agreement and, if Closing shall occur, shall be applied to the Purchase Price at Closing. If Closing shall not occur, the Xxxxxxx Money Deposit shall be disbursed to Seller or returned to Buyer in accordance with the provisions of this Agreement. If Seller delivers to Escrow Bank Agent a written notice (“Seller’s Notice”) that (i) Buyer has defaulted under this Agreement; (ii) as a result of such default Seller has duly terminated this Agreement (if Seller is entitled to terminate this Agreement as a result of such default) and is entitled to payment of the Xxxxxxx Money Deposit; and (iii) Seller is simultaneously delivering to Buyer, pursuant to the notice provisions of this Agreement, a copy of the Seller’s Notice, Escrow Agent agrees if Buyer has not given notice of a dispute to Escrow Agent within five (5) business days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this AgreementSeller’s notice, including then Escrow Agent agrees to deliver the relationship of the Xxxxxxx Money Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same dateSeller. If Escrow Agent receives such a written dispute from Buyer, then Escrow Agent shall not be permitted to deliver the transactions contemplated by this Agreement are not consummated due solely Xxxxxxx Money Deposit to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and . If Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, delivers written notice (“Buyer’s Notice”) that (A) Buyer shall, as its sole and exclusive remedy against Seller, be is entitled to receive (in addition to the return of the Xxxxxxx Money Deposit together with accrued interest thereonas a result of Buyer’s proper exercise of a termination right expressly afforded Buyer under this Agreement; and (B) from Seller Buyer is simultaneously delivering to Seller, pursuant to the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date notice provisions of this Agreement, including a copy of the relationship Buyer’s Notice, then Escrow Agent agrees to deliver notice thereof to Seller and if the Seller has not given notice of a dispute to Escrow Agent within five (5) business days of Seller’s receipt of such sum Escrow Agent’s notice, then Escrow Agent agrees to deliver the Xxxxxxx Money Deposit to Buyer. If Escrow Agent receives such a written dispute from Seller, then Escrow Agent shall not be permitted to deliver the Xxxxxxx Money Deposit to Buyer. Notwithstanding the foregoing, if Buyer terminates, or is deemed to have terminated this Agreement prior to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy end of the statements made above Inspection Period, Seller shall have no right to the return of the Xxxxxxx Money Deposit and Escrow Agent shall promptly deliver the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeXxxxxxx Money Deposit to Buyer.

Xxxxxxx Money Deposit. (a) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) Unless this Agreement terminates prior to the expiration of the consideration Contingency Period, within one (1) Business Day after the expiration of the Contingency Period, Buyer shall deposit the Initial Deposit with Escrow Holder, by cashier’s check or by wire transfer of immediately available funds, as a deposit on account of the Purchase Price. Immediately upon Escrow Holder’s receipt of the Initial Deposit (and, if applicable, the Extension Deposit), Escrow Holder shall place the same in a single interest-bearing account reasonably acceptable to Buyer. The Xxxxxxx Money Deposit shall be received by Seller deemed to include any interest accrued thereon. The Xxxxxxx Money Deposit (the "Deposit"as and when paid to Escrow Holder) shall be delivered held by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested and applied Holder in accordance with the terms this Agreement, and, if applicable, in accordance with Escrow Holder's standard form of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as escrow agreement which Buyer and Seller shall direct by joint written instructions delivered agree to the Escrow Bank if execute in addition to this Agreement. If the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date hereby closes as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such caseprovided herein, the Xxxxxxx Money Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid credited toward the Purchase Price and Buyer shall pay through escrow to Seller the balance of the Purchase Price by wire transfer of immediately available funds net of the outstanding principal balance of the Loan, which shall be assumed by Buyer at Closing, and net of all prorations and other adjustments provided for in this Agreement. If this Agreement is terminated pursuant to the terms hereof or if the transactions do not close, the Deposit shall be returned to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely or delivered to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions Seller as otherwise specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was made.

Xxxxxxx Money Deposit. Within three (a3) One Million days of the execution of this Agreement by both Purchaser and Seller and its delivery to Escrow, Purchaser shall deposit with Escrow the amount of Five Hundred Fifty Thousand and 00/100 Dollars ($1,550,000500,000.00) of the consideration to be received by Seller in cash (the "Xxxxxxx Money Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Xxxxxxx Money Deposit shall be invested by the Escrow as Purchaser directs in such interest bearing accounts, short-term obligations United States Treasury Bills or a federally insured money market account. Seller and Purchaser shall share equally the cost of the United StatesEscrow, prime commercial paper, commercial acceptances or bank certificates but Purchaser shall bear the cost of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of fee charged by the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall directEscrow. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by If this Agreement is not consummated due terminated:(a) by Purchaser pursuant to Article 9 hereof, then, provided Purchaser has complied with Article 9 hereof, the Xxxxxxx Money Deposit and any reason other than interest earned thereon shall be returned to Purchaser; (b) pursuant to Section 9.3 hereof, then the default of Buyer in performance of its obligations under this AgreementXxxxxxx Money Deposit and any interest earned thereon shall be returned to Purchaser; (c) pursuant to Section 10.4 hereof, provided Purchaser has complied with Article 9 hereof, the Xxxxxxx Money Deposit and any interest earned thereon shall be returned to Purchaser, (d) pursuant to Section 11.3, the Xxxxxxx Money Deposit and any interest earned thereon shall be returned to Purchaser, (e) pursuant to Section 12.10 hereof the Xxxxxxx Money Deposit and any interest earned thereon shall be returned to Purchaser, or such earlier date as Buyer (f) pursuant to or Section 16.2, the Xxxxxxx Money Deposit and Seller any interest earned thereon shall deliver be returned to the Escrow Bank joint written instructions that this Agreement has been validly terminatedPurchaser. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all Notwithstanding anything else contained herein, upon expiration of the conditions specified in Article 10 have been satisfied Review Period or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such casea Purchaser default, the Xxxxxxx Money Deposit and any interest earned thereon shall be non-refundable to Purchaser. The Xxxxxxx Money Deposit and any interest earned thereon shall be paid to Seller on at the Closing Date Closing, as hereinafter defined. In the event of a closing of the transaction contemplated herein, the Xxxxxxx Money Deposit and all accrued any interest earned thereon shall be applied to the Purchase Price. In the event of Purchaser's default under this agreement such that the transaction does not close, the Xxxxxxx Money Deposit and any interest thereon shall be paid to Buyer on by the same date. If the transactions contemplated by this Agreement are not consummated due solely Escrow to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was made.

Xxxxxxx Money Deposit. (a) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) of the consideration Buyer agrees to be received by Seller cause an escrow (the "DepositEscrow") to be opened with First American Title Insurance Company in San Diego, California ("Escrow Holder"), and Buyer shall be delivered by Buyer to deposit into the Escrow Bank within five (5) days after following the satisfaction of Effective Date Two Hundred Forty Thousand Dollars ($240,000.00) (the condition precedent in Section 10.5(c"Xxxxxxx Money Deposit"). The Xxxxxxx Money Deposit shall be heldmade by delivering cash or certified funds to Escrow Holder. Any funds delivered to Escrow Holder shall be deposited by Escrow Holder in an insured interest bearing account or another account designated by Buyer. Interest accruing on the Xxxxxxx Money Deposit, invested if any, shall be held for the benefit of Buyer and, if so directed by Buyer, shall apply towards the payment of the Purchase Price. The Escrow shall be opened and applied maintained for the purpose of holding and disbursing monetary deposits and documents evidencing monetary amounts as directed by Buyer and Seller, and Escrow Holder is hereby directed to disburse funds held by it in accordance with the terms and provisions of this Agreement, or as otherwise directed in a writing signed by both Buyer and Seller. If this Agreement and is terminated prior to or at the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations End of the United StatesInspection Period and Buyer has made the Xxxxxxx Money Deposit, prime commercial paper, commercial acceptances or bank certificates of deposit as from time Escrow Holder is hereby instructed to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to promptly return the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Xxxxxxx Money Deposit, together with all any interest accrued thereon earned thereon, to the Closing DateBuyer. Similarly, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated terminated after the End of the Inspection Period due to a default by Seller, Escrow Holder is hereby instructed to promptly return the Xxxxxxx Money Deposit, together with any reason other than interest earned thereon, to Buyer. If this Agreement is terminated after the End of the Inspection Period due to a default by Buyer, Escrow Holder is hereby instructed to promptly deliver the Xxxxxxx Money Deposit to Seller. These instructions shall be irrevocable and shall supersede any conflicting provision in Escrow Holder's general conditions or in any escrow instructions executed upon Escrow Holder's request. This Agreement shall constitute escrow instructions to Escrow Holder with respect to the Xxxxxxx Money Deposit, but Escrow Holder shall be concerned only with the receipt and deposit of Buyer funds and the disbursement of funds as provided in performance of its obligations under this Agreement, or such earlier date as otherwise directed in writing by both Buyer and Seller, but shall not be otherwise concerned with the terms and provisions of this Agreement. At the Closing and at Buyer's request, Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to all other deliveries required herein, an executed instruction directing the Escrow Holder to return of the Xxxxxxx Money Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000)to Buyer, which amount the parties to this Agreement agree is reasonable instruction shall be in a form approved by Buyer and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeEscrow Holder.

Xxxxxxx Money Deposit. Seller and Purchaser acknowledge and agree that (ai) One Purchaser has deposited the sum of Six Million Five Hundred Fifty Thousand and 00/100 Dollars ($1,550,0006,050,000.00) (together with any interest earned thereon, the “Deposit”) with Riverside Abstract LLC (“Escrow Holder”) by wire transfer of immediately available funds to the account designated by Escrow Holder, which sum is being held by Escrow Holder in escrow pursuant to a separate agreement between Seller, Purchaser and Escrow Holder, and (ii) upon entry of, and in accordance with, the Order the Deposit and the balance of the consideration to be received by Seller Purchase Price (over and above the "Deposit") shall be delivered paid to or as directed by Buyer Seller by wire transfer of immediately available funds as designated by Seller. If the United States Bankruptcy Court makes a final determination not to approve the Escrow Bank within five (5) days after the satisfaction assumption, assignment and sale of the condition precedent in Section 10.5(c). The Deposit shall be heldPurchased Property to Purchaser, invested and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on (i) the Deposit shall be for the account of Buyer. Interest accrued with respect returned to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit Purchaser promptly (within two business days) thereafter (and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties shall jointly instruct Escrow Holder to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of promptly return the Deposit to Purchaser) and (ii) Seller shall immediately return the range ASG Letter of harm Credit to Seller that can Purchaser which ASG Letter of Credit shall immediately be reasonably anticipatedcancelled and withdrawn, whereupon this General Assignment and in recognition that proof Xxxx of actual damages would be difficult, costly or inconvenient. In such case, the Deposit Sale shall be paid to Seller on the Closing Date deemed terminated and all accrued interest thereon shall be paid to Buyer on the same dateof no further force and effect. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waivedIN THE EVENT THAT BUYER SHALL DEFAULT IN ITS OBLIGATION TO PAY THE BALANCE OF THE PURCHASE PRICE IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE ORDER, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3BUYER AND SELLER AGREE THAT THE DAMAGES THAT SELLER SHALL SUSTAIN AS A RESULT THEREOF SHALL BE SUBSTANTIAL AND SHALL BE DIFFICULT TO ASCERTAIN. BUYER AND SELLER THEREFORE AGREE THAT IF BUYER FAILS TO PAY THE BALANCE OF THE PURCHASE PRICE IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE ORDER, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO BUYER’S FAILURE TO PAY THE BALANCE OF THE PURCHASE PRICE IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE ORDER SHALL BE TO RECEIVE AS LIQUIDATED DAMAGES THE ENTIRE DEPOSIT FROM ESCROW HOLDER (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000AND THE PARTIES SHALL JOINTLY INSTRUCT ESCROW HOLDER TO PROMPTLY DELIVER THE DEPOSIT TO SELLER), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing AND THEREAFTER NEITHER BUYER NOR SELLER SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER. [Signatures on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was made.following pages]

Xxxxxxx Money Deposit. (a) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) If Buyer has not provided a valid denial letter by the end of the consideration to be received by Seller (the "Deposit") shall be delivered by Financing Contingency Period, Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so agrees that the funds represented thereby will be available on agreement is NO LONGER CONTINGENT upon achieving financing. If Buyer fails to close the Closing Date without penalties escrow for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason related to Buyer’s inability to fully pay the Purchase Price and/or all other than the default of Buyer in performance of its obligations sums required under this Agreement, or such earlier date as for any other reason other than Seller’s default, Buyer and Seller shall deliver to the Escrow Bank joint written instructions that will be in default under this Agreement and subject to immediate Release of Xxxxxxx Money Deposit as outlined in Section 56. Buyer is under no obligation to fund a loan with the Designated Lender but denial letters from third party lenders are not permissible to cancel this transaction within the Financing Contingency Period. The Buyer agrees to cooperate and comply with all requests for documents and information from the Buyer’s chosen lender during the loan application process. Failure of the Buyer to comply with such document and information requests from the lender that result in the denial of the mortgage loan shall be considered in default and subject to immediate release of the Xxxxxxx Money Deposit as outlined in Section 56. □ Financing with Third Party Lender. Buyer has provided Seller with verifiable evidence that Buyer has been validly terminated. If the transactions contemplated by prequalified for a loan prior to executing this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all with a third party lender (“Lender”) and when combined with the Xxxxxxx Money Deposit and additional funds of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw verifiable and available, will be sufficient to pay all amounts Buyer is required to pay under this agreement to purchase the property on or before the Closing Date. The sale is NOT CONTINGENT upon Buyer obtaining a new loan or any other financing. If Buyer is unable to close the Deposit hereunder as liquidated damages, which amount escrow by the parties Closing Date for any reason related to this Agreement agree is reasonable and fair compensation for Buyer’s inability to fully pay the foreseeable losses that might result from such breach considering Purchase Price and/or all of the circumstances existing on the date of other sums required under this Agreement, including the relationship or for any reason other than Seller’s default, Buyer will be in default and subject to immediate Release of the Xxxxxxx Money Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth as outlined in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and 56. Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Initials Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was made.Initials

Xxxxxxx Money Deposit. (a) One Million Five On the business day following the date of the execution hereof by Purchaser and Seller, Purchaser shall deliver to Escrow Holder, in Good Funds, the sum of Two Hundred Fifty Thousand Dollars ($1,550,000250,000) of (together with all interest accrued thereon, the consideration to be received by Seller (the "“Initial Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c”). The Initial Deposit shall be heldnon-refundable to Purchaser if Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period pursuant to the provisions of Section 4.4 hereof. Unless Purchaser has elected to terminate this Agreement in accordance with the provisions of Section 4.4 hereof, invested and applied prior to the expiration of the Due Diligence Period Purchaser shall deposit with Escrow Holder, in Good Funds, the additional sum of Five Hundred Thousand Dollars ($500,000) (the “Additional Deposit”). The Xxxxxxx Money Deposit shall be held by Escrow Holder in accordance with the terms of this Agreement and the Escrow Agreement. The Xxxxxxx Money Deposit shall be invested in such interest bearing accountsnon-refundable to Purchaser (and shall constitute liquidated damages pursuant to Section 9.1 hereof), short-term obligations upon the expiration of the United StatesDue Diligence Period (unless Purchaser has, prime commercial paperprior thereto, commercial acceptances or bank certificates delivered to Seller its Notice of deposit Purchaser’s termination of this Agreement as from time to time directed by Buyer provided in its sole discretion upon written instructions delivered by Buyer to the Escrow BankSection 4.4 hereof); provided, provided that all such investments shall mature on or prior to the Closing Date so however that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Xxxxxxx Money Deposit shall be for refundable to Purchaser in the account event of Buyer. Interest accrued with respect to any investment of the Deposit having (a) a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and material uncured default by Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date (b) a failure of a condition precedent to Purchaser’s obligations as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of or (c) as otherwise specifically provided by this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the The Xxxxxxx Money Deposit shall be paid applied to Seller the Purchase Price on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all Close of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeEscrow.

Xxxxxxx Money Deposit. Not later than the end of the first Business Day after the date hereof, the Buyer shall deposit $14,000,000 cash with the Escrow Agent (the “Xxxxxxx Money Deposit”) pursuant to the Escrow Agreement. If the Transactions contemplated hereby are consummated, (a) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) a portion of the consideration Xxxxxxx Money Deposit equal to the Indemnification Escrow Amount shall be deposited into the Indemnification Escrow Account pursuant to Section 1.9 to secure any payments to be received made by the Seller pursuant to Article VIII hereof, (b) a portion of the "Deposit"Xxxxxxx Money Deposit equal to the Closing Adjustment Escrow Amount shall be deposit in the Closing Adjustment Escrow Account pursuant to Section 1.9 to secure any payments to be made by the Seller pursuant to Section 1.7(b), and (c) the remainder of the Xxxxxxx Money Deposit shall be released to the Seller. If the Transactions contemplated by this Agreement shall not be consummated, then the Xxxxxxx Money Deposit shall be delivered by to either the Buyer or the Seller as provided in Section 9.2. The Parties agree that for U.S. federal income Tax purposes, the Buyer shall be treated as the owner of the Xxxxxxx Money Deposit until either Closing occurs or this Agreement is terminated, and the Buyer shall pay all Taxes with respect to any earnings thereon (but shall receive a distribution of all such earnings on the Escrow Bank within earlier of (i) five (5) days after the satisfaction end of each calendar quarter, or (ii) the condition precedent in Section 10.5(cClosing Date). The Until either the Closing occurs or this Agreement is terminated, any earnings on the Xxxxxxx Money Deposit shall be held, invested and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations property of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by If this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver terminated prior to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all Closing, ownership of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit Xxxxxxx Money shall be paid to Seller on determined as provided in the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Escrow Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was made.

Xxxxxxx Money Deposit. Upon full execution of this Sixth Amendment to Purchase and Sale Agreement, Purchaser shall deposit, by wire transfer, the additional sum of Two Hundred Eighty Thousand Dollars (a$280,000.00), with the Escrow Agent as an additional deposit of Xxxxxxx Money under the Agreement. Purchaser acknowledges and agrees that the entire amount of the Xxxxxxx Money, including the Initial Deposit, the Additional Deposit and the additional deposit of $280,000.00 made herewith, shall be non-refundable to Purchaser, unless Seller shall default under the Agreement, but shall be applicable (together with any interest earned on the Xxxxxxx Money) One Million Five to the Purchase Price at Closing in accordance with the terms of the Agreement. In the event Purchaser delivers written notice to Seller in accordance with Paragraph 2 of this Sixth Amendment that it desires to extend the Closing Date to April 30, 2008, Purchaser shall deposit, by wire transfer, the additional sum of Two Hundred Fifty Thousand Dollars ($1,550,000250,000.00) with the Escrow Agent as an additional deposit of the consideration to be received by Seller (the "Deposit") Xxxxxxx Money which shall be delivered by Buyer non-refundable to Purchaser unless Sellers shall default under the Agreement, but shall be applicable (together with any interest earned on the Xxxxxxx Money) to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested and applied Purchase Price at Closing in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations Purchaser hereby acknowledges and agrees that the entire Xxxxxxx Money deposited as of the United States, prime commercial paper, commercial acceptances or bank certificates date of deposit execution of this Sixth Amendment by both Seller and Purchaser in the amount of One Million Dollars ($1,000,000.00) is non-refundable to Purchaser as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior of this Sixth Amendment and Purchaser specifically waives any and all claims to the Closing Date shall be added such Xxxxxxx Money if Purchaser fails to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if close on the transaction contemplated by this Agreement is not consummated due to hereunder for any reason other than a default by Seller under the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damagesamended, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on occurs after the date of this Agreement, including the relationship of the Deposit Sixth Amendment. Purchaser agrees that such waiver shall forever estop Purchaser from claiming any right to the range of harm to Xxxxxxx Money based upon any alleged actions or omissions by Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly connection with the Property or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition transaction prior to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madehereof.

Xxxxxxx Money Deposit. (a) One Concurrently with the execution hereof by Buyer, Buyer shall deposit with the Escrow Holder the sum of Five Million Five Hundred Fifty Thousand Dollars and 00/100ths ($1,550,0005,000,000.00) (the “Xxxxxxx Money Deposit”). Escrow Holder shall hold the Xxxxxxx Money Deposit in United States Treasury obligations or treasury-backed repurchase agreements, or such other investment as may be selected by Buyer and reasonably approved by Sellers on a funds investment form provided by Escrow Holder. All interest or other amounts earned upon the Xxxxxxx Money Deposit shall become part of the consideration to be received by Seller (the "Deposit") Xxxxxxx Money Deposit and shall be delivered by Buyer to applied with the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Xxxxxxx Money Deposit shall be held, invested and applied in accordance with the terms and provisions of this Agreement. If the Closing occurs pursuant to the provisions of this Agreement and each Related Purchase Agreement Closing occurs under each Related Purchase Agreement, the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Xxxxxxx Money Deposit, together with plus all accrued interest accrued thereon to the Closing Dateor other amounts earned thereon, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to applied against the Escrow Bank if Purchase Price hereunder and/or against the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations purchase price payable under this each Related Purchase Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminateddirected by Buyer. If the transactions contemplated by Closing fails to occur under the provisions of this Agreement are not consummated due solely or any Related Purchase Agreement Closing fails to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this occur under any Related Purchase Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipatedXxxxxxx Money Deposit, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and plus all accrued interest thereon or other amounts earned thereon, shall be paid either delivered to Buyer on Buyer, or delivered to Sellers as non-refundable liquidated damages (and not as a penalty), as determined by the same dateprovisions of Sections 7 below. If In the transactions contemplated event that Sellers are entitled to retain the Xxxxxxx Money Deposit plus accrued interest or other amounts earned thereon pursuant to Section 7.2.1 below, the allocation of Xxxxxxx Money Deposit plus accrued or other amounts earned interest thereon among each Seller, shall be as determined by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waivedSellers, and neither Buyer has performed nor Escrow Holder shall be concerned therewith. Notwithstanding the foregoing or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition any other provision hereof to the return of the Deposit together with accrued interest thereon) from Seller contrary, the sum of One Million Five Hundred Fifty Thousand Dollars and 00/100ths ($1,550,000)100.00) out of the Xxxxxxx Money Deposit is independent of any other consideration provided hereunder, which amount shall be fully earned by Sellers upon the parties Effective Date hereof, and is not refundable to Buyer under any circumstances. Accordingly, if this Agreement agree is reasonable and fair compensation terminated for the losses that might result from any reason by either party, such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum independent consideration shall be paid by Escrow Holder to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeSellers.

Xxxxxxx Money Deposit. Within three (a3) One Million business days after the execution of this Agreement, Acquiror shall deposit with First American Title Insurance Company, 00000 Xxx Xxxxxx #000, Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxxxxxxx (xxxxxxxxxx@xxxxxxx.xxx) (“Title Company”) an xxxxxxx money deposit in cash in the amount of Five Hundred Fifty Thousand Dollars ($1,550,000500,000) of the consideration to be received by Seller (the "“Xxxxxxx Money Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c”). The Xxxxxxx Money Deposit, together with any and all interest earned thereon, net of any investment costs, shall hereinafter be referred to as the “Xxxxxxx Money Deposit”. Upon the Closing (as defined below), the Xxxxxxx Money Deposit shall be heldreturned to Acquiror. The “Effective Date” of this Agreement shall be the date inserted on the first page hereof. The Title Company hereby serves as escrow agent in connection with this Transaction. This Agreement shall be used as instructions to the Title Company, invested as escrow agent, which may provide its standard conditions of acceptance of escrow; provided, however, that in the event of any inconsistency between such standard conditions of acceptance and applied in accordance with the terms of this Agreement, the terms of this Agreement shall prevail. The Title Company’s receipt of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations opening of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties an escrow pursuant to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all shall be deemed to constitute conclusive evidence of the circumstances existing Title Company’s agreement to be bound by the terms and conditions of this Agreement pertaining to the Title Company. The Title Company is authorized to pay, from any funds held by it for each party’s respective credit and in accordance with the closing statements executed by both parties, all amounts set forth on the date closing statements as necessary to procure the delivery of this Agreementany documents and to pay, including the relationship on behalf of the Deposit Acquiror and Contributor, all charges and obligations payable by them, respectively. Contributor and Acquiror will pay all charges payable by them to the range of harm Title Company. The Title Company shall not cause the Transaction to Seller that can be reasonably anticipatedclose unless and until it has received written instructions from Contributor and Acquiror to do so. The Title Company is authorized, and in recognition that proof of actual damages would be difficultthe event any conflicting demand is made upon it concerning these instructions or the escrow, costly or inconvenient. In such caseat its election, the Deposit to hold any documents and/or funds deposited hereunder until an action shall be paid brought in a court of competent jurisdiction to Seller on determine the Closing Date rights of Contributor and all accrued interest thereon shall be paid Acquiror or to Buyer on interplead such documents and/or funds in an action brought in any such court. Deposit by the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship Title Company of such sum to documents and funds, after deducting therefrom its reasonable expenses and attorneys’ fees incurred in connection with any such court action, shall relieve the range Title Company of harm to Buyer that can be reasonably anticipated, all further liability and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above responsibility for such documents and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madefunds.

Xxxxxxx Money Deposit. Upon full execution of this Agreement, Purchaser agrees to deposit One Hundred Thousand Dollars ($100,000.00) in cash with Escrow Agent as Purchaser’s Xxxxxxx Money Deposit (the “Initial Deposit”). Upon delivery of the Initial Deposit to Escrow Agent, (a) One Million Five the Initial Deposit shall be non-refundable to Purchaser, unless Seller breaches this Agreement beyond any applicable cure period or a damage/condemnation event in Sections 14 or 15 shall have occurred and Purchaser timely elects to cancel this Agreement pursuant to the applicable section; and (b) the Initial Deposit shall be paid by Escrow Agent to Seller on the twenty second (22nd) day following the Effective Date, unless Purchaser sooner has given the Purchaser Title CN (as each such term is defined in Section 5.2 below) to Seller and Escrow Agent. In addition, Purchaser agrees to deposit an additional Four Hundred Thousand Dollars ($400,000) in cash (the “Second Deposit”) on the twenty second (22nd) day after the Effective Date, which shall be non-refundable to Purchaser, except in the event of Seller’s breach of its obligations under this Agreement beyond any applicable cure period or a damage/condemnation event in Sections 14 or 15 shall have occurred and Purchaser timely elects to cancel this Agreement pursuant to the applicable section; from this Second Deposit, Fifty Thousand Dollars ($1,550,00050,000) shall be paid by Escrow Agent to Seller on the business day following that on which Purchaser makes the Second Deposit. The balance of the Second Deposit shall be placed in an interest bearing account of a federally insured depositary of a major money center bank, and the interest accruing thereon shall belong to the party entitled to the Initial Deposit or the Second Deposit, as the case may be. If upon the 66th day following the Effective Date Purchaser fails to apply to HUD for the assumption of the PFC Encumbrance as set forth in Section 13.3(d), an additional One Hundred Thousand Dollars ($100,000) of the consideration to be received by Seller (the "Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Second Deposit shall become non-refundable and shall immediately be heldreleased to Seller. Additionally, invested and applied in accordance with the terms of if prior to Closing Purchaser cancels this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default Seller’s breach of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If beyond the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure applicable cure period or refusal to perform its obligations set forth a condemnation or casualty event described in Section 12.3 after all of the conditions specified in Article 10 have been satisfied Sections 14 or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case15, the Second Deposit balance shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waivedpaid, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together along with accrued interest thereon) from , to Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties without further instructions to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeEscrow Agent.

Xxxxxxx Money Deposit. (a) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) of the consideration to be received by Seller (the "Deposit") shall be delivered by Buyer to the Escrow Bank within Within five (5) business days after following the satisfaction Effective Date, Purchaser shall deliver to Fidelity National Title Co. (“Escrow Company”), for the benefit of Seller, FORTY THOUSAND DOLLARS ($40,000) xxxxxxx money in the condition precedent in Section 10.5(cform of a cash deposit (“Xxxxxxx Money Deposit”). The Xxxxxxx Money Deposit shall be held, invested held by Escrow Company and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer become nonrefundable but applicable to the Escrow Bank, provided that all such investments shall mature on or prior Purchase Price upon Purchaser’s written notice to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of waive its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations contingencies set forth in Section 12.3 6 below. Subject to the foregoing, the Xxxxxxx Money Deposit shall be nonrefundable after all the expiration of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations Review Period set forth in Section 12.25 including any mutually agreed extensions thereof, Seller shallexcept in the event of Seller’s default as provided in Section 12(a), as its sole and exclusive remedy against Buyershall be applied to the Purchase Price at Closing; PROVIDED, immediately draw upon IN THE EVENT PURCHASER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY AS SPECIFIED HEREIN, THE XXXXXXX MONEY DEPOSIT SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES, BUT NOT AS A PENALTY, AS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER. The parties agree that the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is damages represent a reasonable and fair compensation for the foreseeable losses that might result from such breach sum considering all of the circumstances existing on the date of this Agreement, including the relationship Agreement and further represent a reasonable estimate of the Deposit losses that Seller will incur if Purchaser fails to purchase the range of harm Property after all conditions precedent to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenientPurchaser’s performance have been satisfied. In such case, the The Xxxxxxx Money Deposit shall be paid refunded to Purchaser in the event that Purchaser gives Seller on and Escrow Company written notice of its decision not to proceed with the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all purchase of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition Property prior to the return end of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this AgreementReview Period, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeany extensions thereof.

Xxxxxxx Money Deposit. (a) One Concurrently with the execution hereof by Buyer, Buyer shall deposit with the Escrow Holder the sum of Five Million Five Hundred Fifty Thousand Dollars and 00/100ths ($1,550,0005,000,000.00) (the “Xxxxxxx Money Deposit”). Escrow Holder shall hold the Xxxxxxx Money Deposit in United States Treasury obligations or treasury-backed repurchase agreements, or such other investment as may be selected by Buyer and reasonably approved by Sellers on a funds investment form provided by Escrow Holder. All interest or other amounts earned upon the Xxxxxxx Money Deposit shall become part of the consideration to be received by Seller (the "Deposit") Xxxxxxx Money Deposit and shall be delivered by Buyer to applied with the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Xxxxxxx Money Deposit shall be held, invested and applied in accordance with the terms and provisions of this Agreement. If the Closing occurs pursuant to the provisions of this Agreement and each Related Purchase Agreement Closing occurs under each Related Purchase Agreement, the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Xxxxxxx Money Deposit, together with plus all accrued interest accrued thereon to the Closing Dateor other amounts earned thereon, shall be paid to Buyer as Buyer applied against the Purchase Price hereunder and Seller shall direct by joint written instructions delivered to against the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations purchase price payable under this each Related Purchase Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminateddirected by Buyer. If the transactions contemplated by Closing fails to occur under the provisions of this Agreement are not consummated due solely or any Related Purchase Agreement Closing fails to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this occur under any Related Purchase Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipatedXxxxxxx Money Deposit, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and plus all accrued interest thereon or other amounts earned thereon, shall be paid either delivered to Buyer on Buyer, or delivered to Sellers as non-refundable liquidated damages (and not as a penalty), as determined by the same dateprovisions of Sections 7 below. If In the transactions contemplated event that Sellers are entitled to retain the Xxxxxxx Money Deposit plus accrued interest or other amounts earned thereon pursuant to Section 7.2.1 below, the allocation of Xxxxxxx Money Deposit plus accrued or other amounts earned interest thereon among each Seller, shall be as determined by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waivedSellers, and neither Buyer has performed nor Escrow Holder shall be concerned therewith. Notwithstanding the foregoing or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition any other provision hereof to the return of the Deposit together with accrued interest thereon) from Seller contrary, the sum of One Million Five Hundred Fifty Thousand Dollars and 00/100ths ($1,550,000)100.00) out of the Xxxxxxx Money Deposit is independent of any other consideration provided hereunder, which amount shall be fully earned by Sellers upon the parties Effective Date hereof, and is not refundable to Buyer under any circumstances. Accordingly, if this Agreement agree is reasonable and fair compensation terminated for the losses that might result from any reason by either party, such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum independent consideration shall be paid by Escrow Holder to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeSellers.

Xxxxxxx Money Deposit. Seller and Buyer agree to cause an escrow (athe "Escrow") to be opened with the Escrow Holder. Within three (3) business days after the Effective Date, Buyer shall deposit with Escrow Holder One Million Five Hundred Fifty Thousand Dollars ($1,550,0001,000,000) by wire transfer of the consideration to be received by Seller immediately available funds (the "Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c). The Deposit shall be held, invested and applied in accordance with the terms of this Agreement and the Escrow Agreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all any interest accrued thereon to the Closing Dateearned thereon, shall be paid the "Xxxxxxx Money Deposit." If the Deposit is not timely made by the applicable date for such Deposit, then this Agreement shall automatically terminate and be of no further force or effect whatsoever. Any funds delivered to Escrow Holder, including without limitation the Deposit, shall be deposited by Escrow Holder in a money market fund or account, which pays interest or dividends, in Escrow Holder's name separate from Escrow Holder's personal or other business accounts. Interest accruing on the Xxxxxxx Money Deposit, if any, shall be held for the benefit of the party entitled to receive the Xxxxxxx Money Deposit, which party shall pay any income taxes thereon. If so directed by Buyer, the Deposit shall apply towards the payment of the Purchase Price. The taxpayer identification numbers of Seller and Buyer are set forth on the signature page of this Agreement. The Escrow shall be opened and maintained for the purpose of holding and disbursing monetary deposits and documents evidencing monetary amounts as directed by Buyer and Seller shall direct Seller, and Escrow Holder is hereby directed to disburse funds held by joint written instructions delivered to Escrow Holder in accordance with the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default terms and provisions of Buyer in performance of its obligations under this Agreement, or such earlier date as otherwise directed in a writing signed by both Buyer and Seller Seller. These instructions shall deliver to the be irrevocable and shall supersede any conflicting provision in Escrow Bank joint written Holder's general conditions or in any escrow instructions that this Agreement has been validly terminatedexecuted upon Escrow Holder's request. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of the Deposit to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the The Xxxxxxx Money Deposit shall be paid subject to Seller on the Closing Date and all accrued interest thereon provisions of ARTICLE 8 hereof. If this Agreement is terminated by Buyer prior to the End of the Inspection Period, Escrow Holder shall be paid return the Xxxxxxx Money Deposit, less Buyer's share of Escrow termination costs, to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Sellerin accordance with Buyer's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeunilateral instructions.

Xxxxxxx Money Deposit. (a) One Million Immediately after both parties sign this Agreement, the Purchaser shall deliver to the Xxxxx Title Agency, 00000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, XX 00000, the depository, the xxxxxxx money deposit of Twenty Five Hundred Fifty Thousand Dollars ($1,550,00025,000.00) of the consideration to be received by Seller (the "Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c)Dollars submitted with Purchaser’s bid package. The Deposit depository shall be held, invested and applied hold the deposit in accordance with an escrow account as xxxxxxx money for the terms of transaction described in this Agreement and to evidence the Escrow Purchaser's good-faith intention to consummate the Agreement. The Deposit depository agrees to be bound by this paragraph by accepting the amount tendered. If this Agreement is not consummated because the Purchaser fails to perform any of its obligations under this Agreement, the Seller shall be invested notify the depository in such writing to give the deposit and any interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be Seller as liquidated damages for the account of BuyerPurchaser's failure to complete this Agreement. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if If the transaction contemplated by this Agreement is not consummated due because the Seller breaches a warranty or fails to perform any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer the Purchaser shall notify the depository in writing to return the deposit and Seller shall deliver any interest to the Escrow Bank joint written instructions that this Agreement has been validly terminatedPurchaser. If the transactions transaction contemplated by this Agreement are not consummated due solely is consummated, the depository shall give the deposit to Buyer's failure or refusal the Seller at the closing to perform its obligations set forth in Section 12.3 after all be applied to the purchase price of the conditions specified in Article 10 have been satisfied or waivedProperty. After receiving written notice from either party that the deposit and interest should be given to that party, and Seller has performed or stands ready the depository shall notify the other party of the demand. If a written objection is not received within five days, the depository may forward the amount pursuant to perform its obligations set forth in Section 12.2the notice. If a written objection is received within five days, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which depository shall hold the amount until the parties to this Agreement agree is reasonable resolve their dispute and fair compensation for each notifies the foreseeable losses that might result from such breach considering all depository in writing of the circumstances existing on resolution or the date of this Agreement, including depository shall file an interpleader action and pay the relationship of the Deposit money to the range of harm to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all of the conditions specified in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship of such sum to the range of harm to Buyer that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenient. Each party to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madecourt.

Xxxxxxx Money Deposit. Purchaser upon acceptance of this contract by Seller (aor within three (3 )business/banking days thereafter since Buyer’s attorney will need to wire the funds personally from its trust account) One Million Five will deliver to XXX XXXXXXX PARTNERS ("Broker" and “Escrow Agent”) the sum of Two-Hundred Fifty Thousand Dollars and no cents ($1,550,000250,000.00) as an xxxxxxx money deposit on account of the consideration to be received by Seller purchase price hereunder (the "“Deposit") shall be delivered by Buyer to the Escrow Bank within five (5) days after the satisfaction of the condition precedent in Section 10.5(c”). The Said Deposit shall be heldfully refundable where said Contract becomes void under paragraphs 7, invested and applied in accordance with the terms 9, 10 or 15 of this Agreement and the Escrow Agreementagreement. The Deposit shall be invested in such interest bearing accounts, short-term obligations of the United States, prime commercial paper, commercial acceptances or bank certificates of deposit as Where Buyer fails to close within ninety five (95) days from time to time directed by Buyer in its sole discretion upon written instructions delivered by Buyer to the Escrow Bank, provided that all such investments shall mature on or prior to the Closing Date so that the funds represented thereby will be available on the Closing Date without penalties for early withdrawals. All interest accrued on the Deposit shall be for the account of Buyer. Interest accrued with respect to any investment of the Deposit having a maturity date prior to the Closing Date shall be added to the Deposit and reinvested as Buyer shall direct. The Deposit, together with all interest accrued thereon to the Closing Date, shall be paid to Buyer as Buyer and Seller shall direct by joint written instructions delivered to the Escrow Bank if the transaction contemplated by this Agreement is not consummated due to any reason other than the default of Buyer in performance of its obligations under this Agreement, or such earlier date as Buyer and Seller shall deliver to the Escrow Bank joint written instructions that this Agreement has been validly terminated. If the transactions contemplated by this Agreement are not consummated due solely to Buyer's failure or refusal to perform its obligations set forth in Section 12.3 after all of the conditions specified in Article 10 have been satisfied or waived, and Seller has performed or stands ready to perform its obligations set forth in Section 12.2, Seller shall, as its sole and exclusive remedy against Buyer, immediately draw upon the Deposit hereunder as liquidated damages, which amount the parties to this Agreement agree is reasonable and fair compensation for the foreseeable losses that might result from such breach considering all of the circumstances existing on the date of this AgreementContract or otherwise elects to cancel this contract for reasons other than those outlined under paragraphs 7, including 9, 10 or 15 of this agreement, Buyer shall forfeit twenty five thousand dollars ($25,000.00), to Seller as total liquidated damages. Seller has a duty to act in good faith and to not engage in any act that would obstruct, hinder, or delay Buyer from Closing or performing any act hereunder. However, Buyer shall have the relationship right to extend the closing date by an additional thirty-one (31) days by sending written notice of its election to extend the closing date prior to or on the day of Closing, and delivering fifty thousand dollars ($50,000.00) within three (3) banking/business days to seller or its agent. After the expiration of the Deposit additional thirty-one (31) days (i.e. 126 days from this Contract being finally signed and delivered to the range other party) and in the event that Buyer failed to close for reasons other than those outlined under paragraphs 7, 9, 10 or 15 of harm this agreement, Buyer shall forfeit Seventy Five Thousand dollars ($75,000.00) to Seller that can be reasonably anticipated, and in recognition that proof of actual damages would be difficult, costly or inconvenientas total liquidated damages. In such case, the Deposit shall be paid to Seller on the Closing Date and all accrued interest thereon shall be paid to Buyer on the same date. If the transactions contemplated by this Agreement are not consummated due solely to Seller's failure or refusal to perform its obligations set forth in Section 12.2 after all Upon inspection of the conditions specified seven (7) trailers included in Article 11 have been satisfied or waived, and Buyer has performed or stands ready to perform its obligations set forth in Section 12.3, Buyer shall, as its sole and exclusive remedy against Seller, be entitled to receive (in addition to the return of the Deposit together with accrued interest thereon) from Seller the sum of One Million Five Hundred Fifty Thousand Dollars ($1,550,000), which amount the parties to this Agreement agree is reasonable and fair compensation for the losses that might result from such breach considering all of the circumstances existing on the date of this Agreement, including the relationship Buyer is entitled to reject acceptance of such sum any one or more of said trailers if their condition is not satisfactory to the range of harm to Buyer that can be reasonably anticipatedBuyer, assuming Buyer’s rejection is reasonable, and the price for said trailers of seventy five thousand dollars ($75,000) shall be renegotiated by the parties. Broker shall deposit each deposit check in recognition that proof a separate interest bearing escrow account. All checks representing deposits for which Broker receives shall be deposited in Broker's escrow account prior to closing and shall be subject to clearance. Accrued interest shall accrue in favor of actual damages would Buyer, and shall be difficultapplied towards the Purchase price, costly unless Buyer cancels this contract for reasons other than those outlined under paragraphs 9, 10 or inconvenient. Each party 15, in which event said interest accrual is forfeited to this Agreement specifically confirms the accuracy of the statements made above and the fact that each party is represented by counsel who explained the consequences of this liquidated damages provision at the time this Agreement was madeSeller.