Common use of Xxxxxxx Money Clause in Contracts

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit First American Title Insurance Company - Agency Division, 0000 Xxxxx xx Xxxx Boulevard, Suite 710, Coral Gables, FL 33134, Attn: Xxxxxxxx Xx Xxxxx (the “Title Company”), within two (2) business days after the “Effective Date” (as defined below), an xxxxxxx money deposit (the "Xxxxxxx Money"“Initial Deposit”) via wire transfer in the amount of Three Hundred Thousand and no/100 Dollars ($300,000.00). In the event that Purchaser delivers the “Closing Notice” (as defined in accordance with the wire transfer instructions attached hereto as Exhibit "C"Section 4.1.1 of this Agreement) with Xxxxxxx X. Xxxxxxto Seller, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) then within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional xxxxxxx money deposit (the additional sum “Second Deposit”) with the Title Company in the amount of Forty ­five Three Hundred Thousand and no/100 Dollars ($45,000300,000.00). Additionally, within two (2) business days following the later to occur of (i) the expiration of the Approval Period, should Purchaser elect to deliver the Closing Notice, or (ii) Purchaser’s written acknowledgment that all foundations of the Improvements have been completed, as reflected on a current as-built survey of the Property hereafter delivered by Seller to Purchaser, Purchaser shall make one final xxxxxxx money deposit (the “Third Deposit”) with the Title Company in the amount of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00). (B) The Initial Deposit, together with the Second Deposit and the Third Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. The Initial Deposit, together with the Second Deposit and the Third Deposit, if delivered hereunder, shall be invested by the Title Company in an FDIC-insured, interest-bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five by the Title Company; provided, however, that (5i) days following the expiration of Purchaser's termination the Approval Period, the Initial Deposit, and the Second Deposit, if and when made, shall be nonrefundable to Purchaser and applied as a credit against the Purchase Price at Closing, except in the event Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of Sections 4.1(C), 4.1.2, 7.1, 7.2, 8.1, 9.20 and/or 9.22 of this Agreement. If , in which event such deposits shall be returned to Purchaser, as further provided in such sections, and (ii) following Purchaser’s delivery of the transaction contemplated under this Agreement fails Third Deposit to close for any reason other than the reasons set forth in the preceding sentenceTitle Company, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money Third Deposit additionally shall be nonrefundable to Purchaser and applied as a credit against the Purchase PricePrice at Closing, except in the event Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of Sections 4.1(C), 4.1.2, 7.1, 7.2, 8.1, 9.20 and/or 9.22 of this Agreement, in which event such deposit shall be returned to Purchaser, as further provided in such sections.

Xxxxxxx Money. (a) It shall be a condition precedent to the effectiveness of this Agreement that within one (1) business day following the Effective Date (as defined in Section 10.3), (i) Purchaser hereby agrees to deposit xxxxxxx money with Lawyers Title Insurance Company ("Title Company") the amount of Two Hundred Fifty Thousand and No/ 100 Dollars ($250,000.00) by wire transfer of immediately available federal funds (together with all interest, if any, accrued thereon, the "Xxxxxxx Money"), and (ii) via wire transfer Purchaser pay to Seller One Hundred and No/100 Dollars ($100.00) ("Independent Consideration") as consideration for this Agreement. The Independent Consideration will be retained by Seller in all instances and shall not be applied against the Purchase Price at Closing. The Independent Consideration shall not be returned to Purchaser in the event that the Xxxxxxx Money is returned to Purchaser pursuant to the terms of this Agreement. (b) Title Company shall deposit the Xxxxxxx Money into an interest-bearing money market account maintained at a federally insured bank or savings and loan association located in Nashville, Tennessee or Dallas, Texas. Such account shall have no penalty for early withdrawal, and Purchaser accepts all risks with regard to the account, specifically including the risk of closure of such bank or savings and loan association by state and/or federal regulators, and all losses occasioned thereby. If any portion of the Xxxxxxx Money is not deposited with Title Company or any portion of the Independent Consideration is not paid to Seller within the required periods, Seller may terminate this Agreement by delivering written notice to Purchaser and upon said termination, the Title Company shall immediately return to Seller all executed originals of this Agreement in its possession. Thereafter, neither party shall have any further rights or obligations hereunder except with respect to Section 3.2, 3.3, 3.6, 3.8, 5.1(b), Article VI, and 7.4 (such obligations being referred to herein as the "Termination Surviving Obligations"). If the transaction contemplated hereby is consummated in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx terms and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedprovisions hereof, the Xxxxxxx Money shall be returned credited against the Purchase Price at Closing and paid to Purchaser within five (5) days of Purchaser's termination Seller in accordance with the terms of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")is not so consummated, the Xxxxxxx Money shall be applied against held and delivered by the Purchase PriceTitle Company as hereinafter provided. All interest earned shall be reported to the Internal Revenue Service as income of Purchaser. Purchaser shall promptly execute all forms reasonably requested by the Title Company, including, without limitation, Form W-9 and any necessary investment direction letters.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money 3.1 Within ten (10) days of the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) Effective Date of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Twenty Five Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand No/100 Dollars ($45,00025,000.00) as xxxxxxx money ("XXXXXXX MONEY") with LandAmerica National Commercial Services, 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention Xxxxxx X. Xxxx, VP National Accounts ("TITLE INSURER/ESCROW AGENT"). Purchaser, which sum shall be held for the benefit of Seller and by Title Insurer/Escrow Agent shall execute in escrow, subject to disbursement in accordance with the terms and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision provisions of this Agreement. Provided that Purchaser furnishes Title Insurer/Escrow Agent with a form W-9 containing Purchaser's Social Security Number or U.S. Taxpayer Identification Number as the case may be, (b) because of Seller's failure to satisfy and any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiednecessary escrow documents, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the held by Title Insurer/Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")in an interest-bearing money market savings account, and interest earned on the Xxxxxxx Money shall be applied against reported under Purchaser's Social Security Number or U.S. Taxpayer Identification Number, as the case may be. 3.2 Except as otherwise provided in this Agreement, at Closing, the Xxxxxxx Money and interest accrued thereon, if any, shall be returned to Purchaser upon the Purchaser's delivery of the Purchase Price, plus or minus prorations, to the Title Insurer/Escrow Agent by certified or cashier's check or by wire transfer. Notwithstanding anything in this Agreement to the contrary, the Xxxxxxx Money, and any accrued interest on it, shall be refunded to Purchaser in the event Purchaser terminates this Agreement as provided in this Agreement.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money 3.1 Within ten (10) days of the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) Effective Date of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Twenty Five Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand NO/100 Dollars ($45,00025,000.00) as xxxxxxx money ("XXXXXXX MONEY") with LandAmerica National Commercial Services, 00 XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention Xxxxxx X. Xxxx, VP National Accounts ("TITLE INSURER/ESCROW AGENT"). Purchaser, which sum shall be held for the benefit of Seller and by Title Insurer/Escrow Agent shall execute in escrow, subject to disbursement in accordance with the terms and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision provisions of this Agreement. Provided that Purchaser furnishes Title Insurer/Escrow Agent with a form W-9 containing Purchaser's Social Security Number or U.S. Taxpayer Identification Number as the case may be, (b) because of Seller's failure to satisfy and any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiednecessary escrow documents, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the held by Title Insurer/Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")in an interest-bearing money market savings account, and interest earned on the Xxxxxxx Money shall be applied against reported under Purchaser's Social Security Number or U.S. Taxpayer Identification Number, as the case may be. 3.2 Except as otherwise provided in this Agreement, at Closing, the Xxxxxxx Money and interest accrued thereon, if any, shall be returned to Purchaser upon the Purchaser's delivery of the Purchase Price, plus or minus prorations, to the Title Insurer/Escrow Agent by certified or cashier's check or by wire transfer. Notwithstanding anything in this Agreement to the contrary, the Xxxxxxx Money, and any accrued interest on it, shall be refunded to Purchaser in the event Purchaser terminates this Agreement as provided in this Agreement.

Xxxxxxx Money. Purchaser hereby agrees Buyer has paid or will pay within days after the Binding Agreement Date to 132 (name of Xxxxxx) (“Holder”) 133 located at (address of Holder), an 134 Xxxxxxx Money deposit xxxxxxx money of $ by check (the "OR ) 135 (“Xxxxxxx Money"”). In the event any Xxxxxxx Money check is not honored, for any reason, by the bank upon which it is 136 drawn, Holder shall promptly notify Buyer and Seller. Buyer shall have one (1) day after notice to deliver good funds to 137 Holder. In the event Buyer does not timely deliver good funds, Seller shall have the right to terminate this Agreement 138 upon written notice to Buyer via wire transfer (the Notification form or equivalent written notice. Xxxxxxx Money is to be deposited 139 promptly after the Binding Agreement Date or the agreed upon delivery date in accordance with this Xxxxxxx Money paragraph or as 140 specified in the wire transfer instructions attached hereto as Exhibit "C") with Special Stipulations paragraph contained at paragraph 18 herein. Holder shall disburse Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") Money 141 only as follows: 142 (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (at closing to be applied as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and a credit toward Xxxxx’s Purchase Price; 143 (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow upon a written agreement signed by all parties having an interest in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or funds; 144 (c) because upon order of a court or arbitrator having jurisdiction over any dispute involving the Xxxxxxx Money; 145 (d) upon a reasonable interpretation of the conditions precedent set forth Agreement; or 146 (e) upon the filing of an interpleader action with payment to be made to the clerk of the court having jurisdiction 147 over the matter. 148 Holder shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including 149 reasonable attorney’s fees. The prevailing party in Section 10 have not been satisfied, the interpleader action shall be entitled to collect from the other party 150 the costs and expenses reimbursed to Holder. No party shall seek damages from Holder (nor shall Holder be liable for 151 the same) for any matter arising out of or related to the performance of Xxxxxx’s duties under this Xxxxxxx Money 152 paragraph. Xxxxxxx Money shall not be returned disbursed prior to Purchaser within five fourteen (514) days after deposit unless written evidence of Purchaser's termination of this Agreement153 clearance by bank is provided. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence154 4. Closing, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")Prorations, the Xxxxxxx Money shall be applied against the Purchase PriceSpecial Assessments and Warranties Transfer.

Xxxxxxx Money. Purchaser hereby agrees to Within three (3) business days after the execution of this Agreement by Seller and Buyer, Buyer shall deposit with Land America-Commonwealth Land Title Insurance Company, Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxx Xxxx, Vice President and Senior National Commercial Closer (the “Title Company”), in good funds immediately collectible by the Title Company, the sum of Ten Million Dollars ($10,000,000.00), as xxxxxxx money (the "“Xxxxxxx Money"”) via wire transfer (to be held in accordance with this Agreement, including the wire transfer instructions attached hereto as Exhibit "C") with provisions of Section 10.16 herein. Buyer’s delivery of the Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Money to the Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (Company within the "Escrow Agent") as follows: (a) within two (2) business days following prescribed time period is a condition precedent to the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) effectiveness of this Agreement) signed by Former Operator; and, Purchaser shall deposit if Buyer fails to deliver the sum of Thirty-Six Thousand and 00/100 ($36,000.00) DollarsXxxxxxx Money to the Title Company within the time prescribed, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum will be of Forty ­five Thousand Dollars ($45,000)no further force and effect. Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the The Xxxxxxx Money shall be held in an interest bearing account and all interest thereon shall be deemed a part of the Xxxxxxx Money. Should Buyer elect to cancel and terminate this Agreement pursuant to Section 3.3 below, then the Xxxxxxx Money will be will be returned to Purchaser within five (5) days of Purchaser's termination of this AgreementBuyer. If the transaction Closing as contemplated under this Agreement fails hereunder should occur, then any cash held by the Title Company will be paid by the Title Company to close for Seller at the Closing, and any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse such cash portion of the Xxxxxxx Money will be credited against the Purchase Price payable by Buyer to SellerSeller at the Closing. Upon Closing From and after the expiration of the transaction contemplated under this Agreement Contingency Period (the "Transaction"as defined herein), all of the Xxxxxxx Money shall will be applied against non-refundable to Buyer in all respects; notwithstanding the Purchase Priceforegoing, all of the Xxxxxxx Money will be refundable to Buyer if this Agreement is canceled and terminated by Buyer under Section 9.7 (“Buyer’s Closing Conditions”), Section 9.8 (“Seller’s Closing Condition”) or Section 10.1 (“Remedies”) below, or under Section 5.3 (“Title Objections”), Section 6.1 (“Casualty”) or Section 6.2 below (“Condemnation”).

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xxxx Xxxxxx and White(“Escrow Agent”), as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 a national title underwriter acceptable to Purchaser (the "Escrow Agent"“Title Company”), within three (3) business days after the “Effective Date” (as follows: defined below), an xxxxxxx money deposit (athe “Initial Deposit”) in the amount of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00). In the event that Purchaser delivers the “Closing Notice” (as defined in Section 4.1.1 of this Agreement) to Seller, then within two three (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five Two Hundred Thousand and no/100 Dollars ($45,000200,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest-bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the by Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgent.

Xxxxxxx Money. Purchaser hereby agrees to will deposit xxxxxxx money (the "Xxxxxxx Money") via with Seller, by personal check or wire transfer (in accordance with the wire transfer pursuant to separate instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxpreviously provided by Seller to Purchaser, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) 2 business days following the date Purchaser receives this Agreement signed by SellerEffective Date, an xxxxxxx money deposit in the amount established in Section 2.1(a) (the “Initial Xxxxxxx Money”), (b) within 1 business day following the expiration of the Due Diligence Period, an xxxxxxx money deposit in the amount established in Section 2.1(b) (the “Second Xxxxxxx Money”), and (c) within 4 business days following Seller’s delivery of written notice to Purchaser that construction of the OTA Project has commenced (the “Construction Commencement Notice”), an xxxxxxx money deposit in the amount established in Section 2.1(c) (the “Third Xxxxxxx Money”), which amounts will be held by the Title Company pursuant to the Escrow Agreement (as those terms are defined in Section 2.3) (collectively, and together with the Initial Xxxxxxx Money and the Second Xxxxxxx Money, the “Xxxxxxx Money”); provided, that if construction of the Project has commenced prior to the Effective Date, Purchaser shall be required to deposit the Third Xxxxxxx Money within 30 days after the Effective Date. The Xxxxxxx Money is paid by Purchaser to Seller in consideration for Seller taking the Property off the market and for proceeding with development of the Project (as defined in Section 10(13) as provided for herein. Subject to Purchaser’s right to a return of the Xxxxxxx Money (or an amount equal to the Xxxxxxx Money) as expressly provided for elsewhere in this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollarsincluding Section 2.7 below, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision upon execution of this Agreement, (b) because of Seller's failure to satisfy any of Seller will have earned the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money and such Xxxxxxx Money shall be returned non-refundable. Purchaser’s failure to Purchaser within five (5) days deposit any portion of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of in accordance with the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money provisions hereof shall be applied against the Purchase Pricea default by Purchaser.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives Concurrently with Purchaser's execution and delivery of this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Five Hundred Thousand and 00/100 No/100 Dollars ($36,000.00500,000.00) Dollars("First Deposit") in good funds, and either by certified bank or cashier's check or by federal wire transfer, with Title Guaranty Escrow Services (b"Escrow Agent") within forty-five having its office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, Attention: Xxxxxxx Paulo. On or before the expiration of the Inspection Period (45) days following as defined below), provided that Purchaser has not terminated the Effective Date (unless this Agreement has been terminated)Agreement, Purchaser shall deposit with Escrow Agent the additional sum of Forty ­five One Million Five Hundred Thousand and No/100 Dollars ($45,000)1,500,000.00) ("Second Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer. PurchaserThe First Deposit and the Second Deposit, Seller and together with all interest earned on such sums, are herein referred to collectively as the "Xxxxxxx Money". (b) Escrow Agent shall execute hold the First Deposit and deliver the escrow agreement Second Deposit in an interest-bearing account in a commercial bank or banks reasonably acceptable to Seller and Purchaser at money market rates, or in such other investments as shall be reasonably approved in writing by Seller and Purchaser, in accordance with the form attached hereto terms and conditions of this Agreement. All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed as Exhibit "D"Xxxxxxx Money in accordance with the terms of this Agreement. If Purchaser terminates this Agreement (a) as a result of Seller's breach of Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller have any responsibility or liability to Purchaser in connection with the accrual or payment of interest on any portion of the Xxxxxxx Money. The Xxxxxxx Money shall be either, all as expressly provided in this Agreement: (a) applied at the Closing against the Purchase Price, (b) because of Seller's failure returned to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder Purchaser pursuant hereto, or (c) because any paid to Seller pursuant hereto. For purposes of reporting earned interest with respect to the Xxxxxxx Money, Purchaser's Federal Tax Identification Number is 00-0000000, and Seller's Federal Tax Identification Number is 00-0000000. (c) Time is of the conditions precedent set forth in Section 10 have not been satisfied, essence for the delivery of Xxxxxxx Money under this Agreement and the failure of Purchaser to timely deliver any portion of the Xxxxxxx Money shall be returned a material default, and shall entitle Seller, at Seller's sole option, to Purchaser within five (5) days of Purchaser's termination of terminate this Agreement. If the transaction contemplated Agreement immediately and to pursue all remedies available to Seller under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Priceand applicable law.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two Within three (23) business days following the date Effective Date, Purchaser receives this Agreement signed shall deposit with Escrow Agent the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) by Sellerwire transfer of immediately available funds (the "Initial Xxxxxxx Money") in accordance with the wiring instructions attached hereto as Schedule 1.6(a). The Initial Xxxxxxx Money and, and if applicable, the OTA Additional Xxxxxxx Money (as defined in Section 10(14.1) are collectively referred to hereinafter as the “Xxxxxxx Money”. The Xxxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein. (b) If Purchaser fails to deliver any portion of the Xxxxxxx Money to the Escrow Agent within the time period specified above, Seller shall have the right to terminate this Agreement and upon such termination, Purchaser and Seller shall have no further rights, or obligations hereunder, except those which expressly survive termination of this Agreement. (c) signed by Former OperatorIn any event, if Purchaser shall deposit is entitled to have the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Xxxxxxx Money returned to Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of pursuant to any provision of this Agreement, One Hundred and no/100 Dollars (b$100.00) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall nevertheless be returned paid to Purchaser within five (5) days of Purchaser's termination of Seller as good and sufficient consideration for entering into this Agreement. If In addition, Seller acknowledges that Purchaser, in evaluating the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing Property and performing its due diligence investigation of the transaction contemplated under Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. Purchaser hereby agrees to Buyer shall deposit xxxxxxx money one and thirty six hundredths (1.36%) percent of the Purchase Price for a sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000) (“Xxxxxxx Money”) with Alamo Title Company (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "“Escrow Agent") as follows: (a”) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated)Date, Purchaser which Escrow Money shall deposit the additional sum be delivered to Seller upon recordation of Forty ­five Thousand Dollars ($45,000). Purchasera memorandum of option agreement, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any Schedule 9, in the office of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days San Xxxxxxxx County Recorder of Purchaser's termination of this AgreementDeeds. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the The Xxxxxxx Money shall be applied against to the Purchase Price.Price at the Closing and, in the absence of a Closing, shall be retained by Seller in all circumstances other than a breach of this Contract by Seller (including, without limitation, Seller’s failure or refusal to close) or as expressly specified otherwise in this Contract, in which event Seller shall be required to return and pay such Xxxxxxx Money to Buyer within thirty (30) days after Buyer’s demand therefor. In the event Buyer extends the Option Period for an additional thirty (30) days in accordance with paragraph two (2), the Buyer shall deposit an additional One Hundred Fifty Thousand and 00/100 Dollars ($150,000) (“Additional Xxxxxxx Money”) with Alamo Title Company simultaneous with its notice of such extension . The Escrow Agent shall in turn immediately disburse the Additional Xxxxxxx Money to Seller, and such Additional Xxxxxxx Money shall be considered to be part of the Xxxxxxx Money for all purposes under this Contract and shall be distributed and applied in the same manner as such Xxxxxxx Money under this Contract. {B1208404.2}

Xxxxxxx Money. (a) Purchaser hereby agrees shall deliver to deposit xxxxxxx money the Escrow Holder within three (3) Business Days after the "Xxxxxxx Money"Effective Date, the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000) via by federal funds wire transfer (the “Initial Deposit”). If this Agreement is not terminated by Purchaser in accordance with Section 14.2 hereof, then within three (3) Business Days after the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Termination Deadline Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the deliver an additional sum of Forty ­five Seven Hundred Fifty Thousand Dollars ($45,000750,000) to Escrow Holder by federal funds wire transfer (the “Second Deposit”: together with the Initial Deposit, collectively, the “Xxxxxxx Money”). Purchaser, Seller The Xxxxxxx Money shall be held in escrow and invested by the Escrow Agent shall execute and deliver the escrow agreement Holder in the form attached hereto as Exhibit "D"an interest-bearing account. If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, Interest earned on the Xxxxxxx Money shall be returned belong to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, and shall be disbursed by the Escrow Agent shall disburse the Xxxxxxx Money Holder to SellerPurchaser upon request. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the The Xxxxxxx Money shall be applied against toward the Purchase PricePrice at Closing, and shall otherwise be paid or applied in accordance with this Agreement. (b) The Escrow Holder shall hold the Xxxxxxx Money pursuant to the following provisions: (i) The Escrow Holder is not a party to, and is not bound by, or charged with notice of any agreement out of which this escrow may arise, other than the terms and provisions of this Section 3.2. (ii) The Escrow Holder shall deliver the Xxxxxxx Money to the party so designated on written notice from both the Purchaser and Seller specifying the time and the place where the Xxxxxxx Money is to be delivered, provided, however that (i) the Escrow Holder shall have received such written instructions at least one (1) Business Day prior to the date designated for delivery, and (ii) if Purchaser delivers, or is deemed to have delivered, a Termination Notice in accordance with Section 14.2 hereof, then the Escrow holder shall refund the Xxxxxxx Money to Purchaser regardless of any concurrence or objection from Seller. (iii) The Escrow Holder is acting solely as a stakeholder and depository as an accommodation to Purchaser and Seller, and is not responsible or liable for any matter or loss arising out of the Escrow Holder’s conduct hereunder, except for its gross negligence or willful misconduct. The Escrow Holder shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement, or for the identity or authority of any person executing any documents or instruments in connection herewith. (iv) Purchaser and Seller agree to jointly and severally, indemnify, defend and hold harmless the Escrow Holder from and against any loss, cost, claims, damage or expense, including, without limitation, any and all court costs and attorney’s fees and expenses, collectively called “Expenses”, incurred by the Escrow Holder in connection with or in any way arising out of this Agreement, other than Expenses resulting from the Escrow Holder’s gross negligence or willful misconduct. Notwithstanding the foregoing, as between Purchaser and Seller, the non-prevailing party in any dispute shall be solely responsible for payment of Escrow Holder’s Expenses. The Escrow Holder may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the written opinion or instructions of such counsel. (v) The Escrow Holder shall be entitled to act or rely upon, and the Escrow Holder shall be protected in acting or relying upon the genuineness and validity of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document the Escrow Holder shall receive from any party hereto. (vi) In the event that (a) the Escrow Holder receives contradictory instructions from the parties hereto, or (b) there shall be any dispute between Seller and Purchaser as to any matter arising under this Agreement (provided that the Seller shall have no right to dispute the return of the Xxxxxxx Money to Purchaser following the timely delivery of, or deemed delivery of, a Termination Notice, or (c) there shall be any uncertainty as to the meaning or applicability of the provisions hereof or any written instructions received by the Escrow Holder pursuant hereto, the Escrow Holder shall continue to hold the Xxxxxxx Money pending resolution of the matter if so instructed by written notification from both Seller and Purchaser or if not so instructed shall deposit the Xxxxxxx Money with a court of competent jurisdiction at the cost and expense of Purchaser and Seller jointly and severally, and, upon making such deposit, the Escrow Holder shall thereupon be discharged and released from any and all liability with respect to the Xxxxxxx Money. The Escrow Holder may dispose of the escrowed funds in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order. (vii) Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto, provided that any direction to the Escrow Holder for such investment shall be in writing and contain the consent of all other parties to this Agreement together with a completed, signed W-9 Form. The Escrow Holder is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. (viii) Except as to deposits of funds for which the Escrow Holder has received written instructions as set forth in paragraph (vii) above, the Xxxxxxx Money may be commingled with other escrowed funds in a non-segregated escrow account; and (ix) Upon delivery of the Xxxxxxx Money in accordance with the terms hereof, the Escrow Holder shall be discharged and released from any and all liability with respect to the Xxxxxxx Money. (x) Escrow Holder may resign as Escrow Holder hereunder at any time upon written notice to Purchaser and Seller, provided that such resignation shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Agent hereunder pursuant to the terms and conditions of this Agreement. (xi) Purchaser and Seller may jointly terminate the services of Escrow Holder hereunder at any time upon written notice to Escrow Holder, provided that such termination shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the terms and conditions of this Agreement.

Xxxxxxx Money. (i) Prior to the date of this Agreement, Purchaser hereby agrees and Seller entered into that certain letter of intent (the "Letter of Intent") dated May 16, 1997, accepted by Purchaser on May 19, 1997 and accepted by Seller on May 20, 1997. Purchaser, pursuant to the Letter of Intent, has deposited initial xxxxxxx money (together with any interest accrued thereon, the "Initial Xxxxxxx Money") in the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) with Purchaser's counsel, Broad and Xxxxxx (the "Initial Escrowee"). Upon execution of this Agreement by both Purchaser and Seller, this Section 2(A)(i) shall serve as written notice to Initial Escrowee by Seller and Purchaser to deposit the Initial Xxxxxxx Money with the Tampa, Florida office of Xxxxxxx & Xxxxx ("Escrowee"). In addition, concurrently with the execution of this Agreement by Purchaser and Seller, Purchaser has deposited additional xxxxxxx money (the "Additional Xxxxxxx Money") via wire transfer in the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) with the Escrowee (the Initial Xxxxxxx Money and the Additional Xxxxxxx Money, together with any interest accrued thereon, are collectively referred to herein as the "Xxxxxxx Money"). To instruct Escrowee as to the retention, investment and disposition of the Xxxxxxx Money, Escrowee, Seller and Purchaser shall, concurrently with the execution of this Agreement, execute a joint order escrow agreement (the "Joint Order Escrow Agreement") in the form of EXHIBIT D attached hereto. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number. (ii) If the transaction closes in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than due to a default on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (the "Transaction")Purchaser, the Xxxxxxx Money shall be applied against delivered by Escrowee to Seller as liquidated and agreed upon damages in accordance with Section 7(B) below. If the Purchase Pricetransaction fails to close due to a default on the part of Seller, the Xxxxxxx Money shall be delivered by Escrowee to Purchaser, and Purchaser shall have the remedy provided for in Section 7(A) below.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xxxx Xxxxxx and White(“Escrow Agent”), as agent for Chicago a national title underwriter acceptable to Purchaser (“Title Insurance Company”), 0000 Xxxxxx Xxxxx Xxxxwithin three (3) business days after the “Effective Date” (as defined below), Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of One Hundred and Fifty Thousand and 00/100 Dollars ($150,000.00). In the event that Purchaser delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional xxxxxxx money deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five One Hundred and Fifty Thousand and 00/100 Dollars ($45,000150,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated by Escrow Agent, and neither party hereto shall have any further rights or obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Within three (3) Business Days following the Effective Date, Purchaser hereby agrees shall deposit with the office of Escrow Agent at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 the sum of Five Hundred Thousand Dollars ($500,000.00) (the “Initial Xxxxxxx Money”) in good funds, either by certified bank or cashier’s check or by wire transfer of immediately available funds. Within three (3) Business Days following the Inspection Date, Purchaser shall deposit with the office of Escrow Agent the additional sum of Five Hundred Thousand Dollars ($500,000.00) (the “Additional Xxxxxxx Money”; the Initial Xxxxxxx Money and the Additional Xxxxxxx Money shall be referred to herein as the “Xxxxxxx Money”) in good funds, either by certified bank or cashier’s check or by wire transfer of immediately available funds, and which Xxxxxxx Money shall not be refundable to Purchaser except as otherwise set forth in this Agreement (i.e., this Section 1.6, Sections 2.3, 3.2, 4.6, 6.2, 6.3 and 7.2 hereof). If Purchaser fails to deposit xxxxxxx money the Initial Xxxxxxx Money within such three (3) Business Day period after the "Effective Date, Seller shall be entitled to terminate this Agreement, by written notice to Purchaser, at any time after the expiration of such three (3) Business Day period until the Initial Xxxxxxx Money is deposited with Escrow Agent and upon such termination neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Escrow Agent shall invest the Initial Xxxxxxx Money and the Additional Xxxxxxx Money") via wire transfer (, when received, pursuant to Purchaser’s directions and in accordance with the wire transfer instructions attached hereto terms and conditions of Article 10. All interest accruing and other income earned on such sum shall be for the account of Purchaser and shall become a part of the Xxxxxxx Money and shall be distributed as Exhibit "C") Xxxxxxx Money in accordance with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) terms of this Agreement) signed by Former Operator. In any event, if Purchaser shall deposit is entitled to have the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Xxxxxxx Money returned to Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of pursuant to any provision of this Agreement, One Hundred Dollars (b$100.00) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall nevertheless be returned paid to Purchaser within five (5) days of Purchaser's termination of Seller as good and sufficient consideration for entering into this Agreement. If Time is of the transaction contemplated under this Agreement fails to close essence for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse delivery of the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceMoney.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. American Escrow Company, Attn: Xxxx Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx XxxxXxxxxx, Xxxxx 00010th Floor, XxxxxxxDallas, Xxxxxxx 00000 Texas 75204(“Escrow Agent”), within three (3) business days after the “Effective Date” (as defined below), an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) as follows: in the amount of One Hundred Fifteen Thousand and no/100 Dollars (a) within $115,000.00). Within two (2) business days following of the date Effective Date, Seller shall cause, at Seller’s sole cost and expense, First American (hereinafter defined) to issue a closing protection letter in favor of Seller and Purchaser receives this Agreement signed by Seller, and in a form reasonably acceptable to Purchaser. In the OTA event that Purchaser delivers the “Closing Notice” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operatorto Seller, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 then within three ($36,000.003) Dollars, and (b) within forty-five (45) business days following the Effective Date expiration of the “Approval Period” (unless as defined in Section 4.1.1 of this Agreement has been terminatedAgreement), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five One Hundred Fifteen Thousand and no/100 Dollars ($45,000115,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest-bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the by Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgent.

Xxxxxxx Money. Purchaser hereby agrees to will, within two (2) business days after the Effective Date, deposit the amount of TWO HUNDRED FIFTEEN THOUSAND TWO HUNDRED FIFTY DOLLARS ($215,250.00) as the initial xxxxxxx money hereunder (the "Xxxxxxx Money") via wire transfer (in accordance “Initial Deposit”), with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago First American Title Insurance CompanyCompany NCS Orlando, 0000 having an address at 000 Xxxxx Xxxxxx Xxxxx XxxxXxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 00000, Attn: Xxxxx Xxxxx (the "Escrow Agent") as follows: (a) “Title Company”). Provided Purchaser has not terminated this Contract prior to the expiration of the Review Period then, within two (2) business days following after the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA (as defined in Section 10(1) of this Agreement) signed by Former OperatorReview Period, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall will deposit the additional sum amount of Forty ­five Thousand Dollars TWO HUNDRED FIFTEEN THOUSAND TWO HUNDRED FIFTY DOLLARS ($45,000215,250.00) as additional xxxxxxx money hereunder (the “Second Deposit”), with the Title Company. As used herein, the term “Xxxxxxx Money Deposit” means the Initial Deposit and the Second Deposit, together with all interest accrued from time to time thereon. The Xxxxxxx Money Deposit may, at the option of Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement be in the form attached hereto of certified check, cashier’s check or other immediately available funds. The Title Company must hold the Xxxxxxx Money Deposit in an interest-bearing account at a federally insured banking institution acceptable to Purchaser, under Purchaser’s tax identification number, with all interest being paid to Purchaser or Sellers, as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision the case may be, in accordance with the terms of this Agreement, (b) because of Seller's failure to satisfy any of Contract. At the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedClosing, the Xxxxxxx Money shall Deposit will be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If applied toward the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentencePurchase Price, the Escrow Agent shall disburse but otherwise the Xxxxxxx Money Deposit will be held by the Title Company, returned to SellerPurchaser, or delivered to Sellers, as directed by Purchaser and Sellers to the Title Company. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), In addition to the Xxxxxxx Money shall be applied against Deposit, Purchaser has, concurrently with its execution hereof, delivered to Sellers a check in the Purchase Priceamount of FIFTY AND NO/100 DOLLARS ($50.00) (the “Independent Contract Consideration”), which amount Sellers and Purchaser agree has been bargained for as consideration for Sellers’ execution and delivery of this Contract. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Contract and is non-refundable in all events.

Xxxxxxx Money. (i) Within two (2) business days of the Effective Date of this Agreement (as defined herein), Purchaser hereby agrees shall deliver to deposit xxxxxxx money the Title Insurer (as hereinafter defined), as escrowee (“Escrowee”), the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the "Xxxxxxx Money"“Initial Deposit”) via in the form of a check payable to Escrowee, or a federal funds wire transfer to an account designated by Escrowee. In the event Purchaser does not terminate this Agreement by the end of the Due Diligence Period (as defined in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. XxxxxxSection 9 hereof), Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following of the date expiration of the Due Diligence Period, Purchaser receives this Agreement signed by Sellerwill deposit with the Escrowee an additional Xxxxxxx Money Deposit of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (the “Additional Deposit”). The Initial Deposit, the Additional Deposit and the OTA Closing Extension Deposit (as defined in Section 10(1Paragraph 5(a) of this Agreementbelow) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless are referred to in this Agreement has been terminated), Purchaser as the “Xxxxxxx Money.” The Xxxxxxx Money shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, be held by Escrowee pursuant to a joint order escrow agreement between Seller and Escrow Agent shall execute and deliver the escrow agreement Purchaser in the form of the Escrow Agreement attached hereto as Exhibit "D". E hereto. (ii) If Purchaser terminates the transaction contemplated by this Agreement (a) as a result of Seller's breach of any provision closes in accordance with the terms and conditions of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by the Escrowee to Seller as payment toward the Purchase Price. Notwithstanding anything to the contrary contained herein, if this Agreement is terminated in its entirety by Purchaser within five (5) days of Purchaser's termination of this Agreement. If pursuant to the terms hereof, or if the transaction contemplated under this Agreement fails to close with respect to the Property for any reason other than solely by reason of a default on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (the "Transaction")Purchaser, the Xxxxxxx Money shall be applied against delivered by the Purchase PriceEscrowee to Purchaser, together with any and all interest earned thereon, without deduction or setoff. If the transaction fails to close solely due to a default on the part of Purchaser, the Xxxxxxx Money shall be delivered by the Escrowee to Seller as its sole and exclusive remedy (provided Purchaser shall be responsible for Purchaser’s Continuing Obligations [as hereinafter defined in Paragraph 9(d) below] regardless of the amount thereof), as more particularly provided for in Paragraph 12(b) below.

Xxxxxxx Money. (i) Within 1 Business Day after the Effective Date, Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. XxxxxxLand Services USA, Xxxxxx and WhiteInc., as agent Agent for Chicago First American Title Insurance Company, c/o Xxxxxxxx Xxxxxxxx, Esq., 0000 Xxxxxx Xxxxx XxxxXxxxxx, Xxxxx 000, XxxxxxxXxxxxxxxxxxx, Xxxxxxx 00000 XX 00000, (the "Escrow Agent"000) as follows: 000-0000 (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller“Escrowee”), and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars250,000.00 in the form of a federal funds wire transfer to an account designated by Escrowee, and (b) which together with any interest earned thereon, net of investment costs is referred to herein as the “Initial Xxxxxxx Money”. The failure of Purchaser to deposit the Initial Xxxxxxx Money within forty-five (45) days following 1 Business Day after the Effective Date shall, at Seller’s election in writing (unless made prior to Purchaser making such deposit), render this Agreement null and void. (ii) Provided that Purchaser has been terminatednot elected to terminate this Agreement pursuant to Section 9(a) below, then within 1 Business Day after the expiration of the Due Diligence Period (defined below), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars $250,000.00 (together with the Initial Xxxxxxx Money and any interest earned on the Initial Xxxxxxx Money and said second deposit, net of investment costs, the “Xxxxxxx Money”), so that thereafter the total Xxxxxxx Money shall be $45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". 500,000.00. (iii) If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreementso directs the Escrowee, (b) because of Seller's failure to satisfy any of Escrowee shall invest the conditions set forth Xxxxxxx Money in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, an interest-bearing account. Any and all interest earned on the Xxxxxxx Money shall be returned reported to Purchaser’s federal tax identification number, and the interest earned on such funds shall be paid or credited to the party entitled to receive the Xxxxxxx Money as provided in this Agreement. The Xxxxxxx Money shall be held by Escrowee pursuant to a joint order escrow agreement among Seller, Purchaser within five (5) days of Purchaser's termination and Escrowee in the form customarily used by Escrowee with such changes as may be necessary to conform to the terms of this Agreement. The Xxxxxxx Money shall be non-refundable except in the event of failure to close this transaction by reason of a default by Seller or if Purchaser is expressly otherwise entitled to the return of the Xxxxxxx Money pursuant to the terms of this Agreement. (iv) If the transaction contemplated under by this Agreement fails to close for any reason other than closes in accordance with the reasons set forth in the preceding sentenceterms and conditions of this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")at Closing, the Xxxxxxx Money (including any interest earned thereon) shall be applied delivered by the Escrowee to Seller as payment toward the Purchase Price; provided, however, that at Purchaser’s option, any interest earned on the Xxxxxxx Money may be returned to Purchaser (in which event said earned interest shall not be credited against the Purchase Price).

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money Fidelity National Title, 000 X. Xxxxxx Xx., Xxx. 0000, Xxx Xxxxxxx, XX 00000, Attn: Xxxxx Xxxxx/Xxxxxxx Xxxxx (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White“Escrow Agent”), as agent for Chicago a national title underwriter acceptable to Purchaser (“Title Insurance Company”), 0000 Xxxxxx Xxxxx Xxxxwithin three (3) business days after the “Effective Date” (as defined below), Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00). In the event that Purchaser delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five Two Hundred Fifty Thousand and no/100 Dollars ($45,000)250,000.00) . (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated by Escrow Agent, and neither party hereto shall have any further rights or obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. 2.1.1 Seller, Purchaser hereby agrees to deposit xxxxxxx money and a duly authorized representative of the Chicago Office of First American Title Insurance Company (“Escrowee”) shall concurrently herewith execute Xxxxxxx Money Escrow Instructions, in the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions form attached hereto as Exhibit "C") with Xxxxxxx X. XxxxxxD, Xxxxxx and WhitePurchaser shall, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by SellerEffective Date, and deliver to Escrowee initial xxxxxxx money (the OTA (as defined “Initial Xxxxxxx Money”) in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six One Hundred Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand No/100ths Dollars ($45,000100,000.00). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates does not terminate this Agreement pursuant to and in accordance with Section 8.1.1 below, Purchaser shall, on or before the date that is one (a1) business day after the expiration of the Review Period (hereinafter defined), deposit with the Escrowee additional xxxxxxx money (the “Additional Xxxxxxx Money”) in the sum of Sixty-Five Thousand and No/100ths Dollars ($65,000.00). The Initial Xxxxxxx Money and, if deposited or required to be deposited with the Escrowee, the Additional Xxxxxxx Money, together with any interest earned thereon net of investment costs, are referred to in this Agreement as a result of Seller's breach of any provision the “Xxxxxxx Money”. The Xxxxxxx Money shall be invested as Seller and Purchaser jointly direct. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser’s federal tax identification number. 2.1.2 If the transaction closes in accordance with the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close due to a default on the part of Purchaser, Seller shall have the remedy options provided for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to SellerSection 7.2 below. Upon Closing of If the transaction contemplated under this Agreement (fails to close due to a default on the "Transaction")part of Seller, Purchaser shall have the Xxxxxxx Money shall be applied against the Purchase Priceremedy options provided for in Section 7.1 below.

Xxxxxxx Money. Not later than two Business Days after the Effective Date, Purchaser hereby agrees shall deliver to deposit First American Title Insurance Company, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention Xxxx Xxxxxxx, phone: 000-000-0000, fax: 000-000-0000, E-mail: xxxxxxxx@xxxxxxx.xxx, the "Title Company"), as escrow agent, $605,000.00 (by wire transfer of Immediately Available Funds), as xxxxxxx money ("Initial Xxxxxxx Money"). Unless Purchaser has elected to terminate this Contract, then not later than one Business Day after the expiration of the Feasibility Period (defined below), Purchaser shall deliver to Title Company an additional amount equal to $605,000.00 (by Immediately Available Funds) as additional xxxxxxx money ("Additional Xxxxxxx Money"). Notwithstanding anything to the contrary in this Contract, upon deposit by Purchaser, the amount of $100,000.00 of the Initial Xxxxxxx shall be nonrefundable (the "Nonrefundable Deposit"), except as expressly provided in this Agreement. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money, to the extent delivered by Purchaser, and, if and when made, the Extension Deposit (defined below) together with any interest earned on any of the foregoing, are collectively referred to as the "Xxxxxxx Money") via wire transfer (." If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 4, this Contract shall be null and void, and neither party shall have any right or obligation hereunder. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 4 and Purchaser has not otherwise terminated this Contract in accordance with its terms prior to the wire transfer instructions attached hereto as Exhibit "C") with expiration of the Feasibility Period, such failure shall constitute a default by Purchaser under this Contract. The Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed Money shall be invested in an interest-bearing account at one or more federally insured national banking institutions reasonably approved by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver provided Purchaser satisfies the escrow agreement Title Company's requirements with respect thereto. In the event the transaction contemplated by this Contract is closed, at Purchaser's option, the Xxxxxxx Money will be either applied in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any payment of the conditions set forth in Section 6 hereof Sales Price to be satisfied by Seller thereunder paid at Closing or (c) because any of refunded to Purchaser. In the conditions precedent set forth in Section 10 have event the transaction is not been satisfiedclosed, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination disbursed in accordance with the provisions of this AgreementContract. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Price.and Sale Agreement15233092_2 3

Xxxxxxx Money. Purchaser hereby agrees Within five (5) Business Days of the Effective Date, Preserve shall deliver to deposit Xxxxxxx Title Company, 0000 Xxxxx Xx 000, Xxx 000 & 000, Xxxxxxx, Xxxxx 00000, Attn: Xxxxx Xxxx, Email: xxxxx.xxxx@xxxxxxx.xxx (the “Title Company” or “Title Agent”), an initial xxxxxxx money deposit of Ninety- Four Thousand and No/100 Dollars (the "Xxxxxxx Money") via wire transfer ($94,000.00), which shall be held in escrow in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 terms of this Agreement (the "Escrow Agent"“Initial Xxxxxxx Money”). Furthermore, within ninety (90) as follows: (a) within two (2) business days following Business Days of the date Purchaser receives this Agreement signed by SellerEffective Date, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser Preserve shall deliver to Title Company an additional xxxxxxx money deposit the sum of Thirty-Six Thousand and 00/100 No/100 Dollars ($36,000.00) Dollars(the “Additional Xxxxxxx Money”, and (btogether with the Initial Xxxxxxx Money, the “Xxxxxxx Money”) within forty-five (45) days following with the Effective Date (unless this Agreement has been terminated), Purchaser Title Company. The Title Company shall deposit the additional sum Xxxxxxx Money in an interest bearing account and Preserve shall be entitled to any interest accrued thereon. Upon expiration of Forty ­five Thousand Dollars the Submittal Deadline ($45,000as hereinafter defined). Purchaser, Seller and Escrow Agent the Xxxxxxx Money shall execute and deliver the escrow agreement become non-refundable, except in the form attached hereto event (i) of an Owner default as Exhibit "D". If Purchaser provided in Section 8.1 below or (ii) Preserve terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision hereof which specifically provides for a return of this Agreement, (b) because of Seller's failure Xxxxxxx Money to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedPreserve. At Closing, the Xxxxxxx Money shall be returned credited against Preserve’s Capital Contribution to Purchaser within five (5) days the Joint Venture or reimbursed to Preserve out of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason equity proceeds from other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceLP investors.

Xxxxxxx Money. 2.1.1 Seller, Purchaser hereby agrees to deposit xxxxxxx money (and a duly authorized representative of the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Dallas Office of Commonwealth Title Insurance Company, Company located at 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, X. Xxxxxxx, Suite 260, Dallas, TX 75201, Attention: Xxxxxxx 00000 Xxxxxxx/Xxxxxxx Xxxxxxxx (the "“Escrowee”) shall concurrently herewith execute Xxxxxxx Money Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by SellerInstructions, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D"B, and Purchaser shall, on or before the date that is two (2) business days after the Effective Date, deliver to Escrowee initial xxxxxxx money (the “Initial Xxxxxxx Money”) in the sum of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00). If Purchaser terminates shall, on or before the date that is two (2) business days after the expiration of the Review Period (hereinafter defined), deposit with Escrowee additional xxxxxxx money (the “Additional Xxxxxxx Money”) in the sum of in the sum of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00). The Initial Xxxxxxx Money, and, if deposited with Escrowee, the Additional Xxxxxxx Money, together with any other additional deposits made by Purchaser, together with interest earned thereon net of investment costs, are referred to in this Agreement as the “Xxxxxxx Money”. The failure of Purchaser to timely deposit the Initial Xxxxxxx Money shall entitle Seller to seek legal recourse for the payment of the Initial Xxxxxxx Money. The failure of Purchaser to timely deposit any portion of the Additional Xxxxxxx Money shall constitute a default by Purchaser under this Agreement. The Xxxxxxx Money shall be deemed to belong to Seller and, notwithstanding anything herein to the contrary, shall not be refunded to Purchaser in any event or circumstance except in the event of (ai) a Seller default described in Section 7.1, (ii) the failure to obtain the Assumption Approval (as hereinafter defined), or (iii) a termination of this Agreement pursuant to the provisions of Section 3, Section 5, Section 7.1, Section 7.3 and Section 8 hereof. The Xxxxxxx Money shall be invested as Seller and Purchaser jointly direct. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser’s federal tax identification number. Promptly after Xxxxxxxx’s receipt of the Xxxxxxx Money, Escrowee shall deliver to Seller the sum of One Hundred and No/100th Dollars ($100) of the Xxxxxxx Money as further independent consideration (the “Independent Consideration”) for Purchaser’s right to purchase the Property and Seller’s execution and delivery of this Agreement. Seller shall, in all events, retain the Independent Consideration, provided, however, the Independent Consideration shall be applied as a result of Seller's breach of any provision credit against the Purchase Price at Closing. 2.1.2 If the transaction closes in accordance with the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close due to a default on the part of Purchaser, Seller shall have the remedy options provided for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to SellerSection 7.2 below. Upon Closing of If the transaction contemplated under this Agreement (fails to close due to a default on the "Transaction")part of Seller, Purchaser shall have the Xxxxxxx Money shall be applied against the Purchase Priceremedy options provided for in Section 7.1 below.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two Within three (23) business days following the date Effective Date, Purchaser receives this Agreement signed shall deposit with Escrow Agent the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) by Sellerwire transfer of immediately available funds (the “Initial Xxxxxxx Money”) in accordance with the wiring instructions attached hereto as Schedule 1.6(a). The Initial Xxxxxxx Money and, and if applicable, the OTA Additional Xxxxxxx Money (as defined in Section 10(14.1) are collectively referred to hereinafter as the “Xxxxxxx Money”. The Xxxxxxx Money shall be applied to the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein. (b) If Purchaser fails to deliver any portion of the Xxxxxxx Money to the Escrow Agent within the time period specified above, Seller shall have the right to terminate this Agreement, and upon such termination, Purchaser and Seller shall have no further rights, or obligations hereunder, except those which expressly survive termination of this Agreement. (c) signed by Former OperatorIn any event, if Purchaser shall deposit is entitled to have the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Xxxxxxx Money returned to Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of pursuant to any provision of this Agreement, One Hundred and no/100 Dollars (b$100.00) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall nevertheless be returned paid to Purchaser within five (5) days of Purchaser's termination of Seller as good and sufficient consideration for entering into this Agreement. If In addition, Seller acknowledges that Purchaser, in evaluating the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing Property and performing its due diligence investigation of the transaction contemplated under Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. On the Effective Date, Purchaser hereby agrees to deposit xxxxxxx money has deposited with Seller, by virtue of a transfer of Purchaser’s existing reservation deposit, the amount of $25,000 (the "“Initial Xxxxxxx Money") via ”). Purchaser will deposit with Seller, by personal check or wire transfer (in accordance with the wire transfer pursuant to separate instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxpreviously provided by Seller to Purchaser, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) 4 business days following the date Purchaser receives this Agreement signed by SellerEffective Date, and an xxxxxxx money deposit in the OTA (as defined amount established in Section 10(12.1(a) of this Agreement) signed by Former Operator, Purchaser shall deposit (the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars“Second Xxxxxxx Money”), and (b) within forty-five (45) 4 business days following Seller’s delivery of written notice to Purchaser that construction of the Effective Date Home has commenced, an xxxxxxx money deposit in the amount established in Section 2.1(b) (unless this Agreement has been terminatedthe “Third Xxxxxxx Money”), Purchaser shall deposit which amounts will be held by the additional sum of Forty ­five Thousand Dollars Title Company pursuant to the Escrow Agreement ($45,000as those terms are defined in Section 2.3) (collectively, and together with the First Xxxxxxx Money, the “Xxxxxxx Money”). Purchaser, The Xxxxxxx Money is paid by Purchaser to Seller in consideration for Seller taking the Property off the market and Escrow Agent shall execute and deliver for proceeding with development of the escrow agreement Project (as defined in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (aSection 3) as provided for herein. Subject to Purchaser’s right to a result return of Seller's breach of any provision the Xxxxxxx Money (or an amount equal to the Xxxxxxx Money) as expressly provided for elsewhere in this Agreement, upon execution of this Agreement, (b) because of Seller's failure to satisfy any of Seller will have earned the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money and such Xxxxxxx Money shall be returned non-refundable. Purchaser’s failure to Purchaser within five (5) days deposit any portion of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of in accordance with the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money provisions hereof shall be applied against the Purchase Pricea default by Purchaser.

Xxxxxxx Money. (i) Prior to the date of this Agreement, Purchaser hereby agrees and Seller entered into that certain letter of intent (the "Letter of Intent") effective April 27, 1998. Purchaser, pursuant to deposit the Letter of Intent, deposited xxxxxxx money (the "Initial Xxxxxxx Money") in the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) with Purchaser's counsel, Broad and Xxxxxx (the "Initial Escrowee"). Upon execution of this Agreement by both Purchaser and Seller, this Section 2(A)(i) shall serve as written notice to Initial Escrowee by Seller and Purchaser to deposit the Initial Xxxxxxx Money with the Tampa, Florida office of Xxxxxxx & Xxxxx ("Escrowee") at the following address: Xxxxxxx & Xxxxx, 000 Xxxx Xxxxxxx Boulevard, Suite 2000, Tampa, Florida 33602, Attention: Xxxx X. Xxxxxxxxx, Esq. Upon execution of this Agreement by both Purchaser and Seller, Seller shall deposit an additional Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Additional Xxxxxxx Money") (the Initial Xxxxxxx Money and the Additional Xxxxxxx Money, together with any interest accrued thereon, and net of any investment costs, are hereinafter collectively referred to as the "Xxxxxxx Money") via wire transfer with Escrowee. To instruct Escrowee as to the retention, investment and disposition of the Xxxxxxx Money, Escrowee, Seller and Purchaser shall, concurrently with the execution of this Agreement, execute a joint order escrow agreement (the "Joint Order Escrow Agreement") in the form of EXHIBIT D attached hereto. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number. (ii) If the transaction closes in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than due to a default on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (the "Transaction")Purchaser, the Xxxxxxx Money shall be applied against delivered by Escrowee to Seller as liquidated and agreed upon damages in accordance with Section 7(B) below. If the Purchase Pricetransaction fails to close due to a default on the part of Seller, the Xxxxxxx Money shall be delivered by Escrowee to Purchaser, and Purchaser shall have the remedy provided for in Section 7(A) below.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (Escrow Agent shall hold and disburse the "Xxxxxxx Money") via wire transfer (Money in accordance with the wire transfer instructions attached hereto as Exhibit "C"following provisions: a) with Xxxxxxx X. Xxxxxx, Xxxxxx if Buyer timely delivers the Termination Notice described in Section 3.03 above on or before the six (6) period commencing upon the Effective Date and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 ending six (6) months thereafter (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives “Initial Period”), this Agreement signed by Sellershall terminate, both parties shall be fully released from all liability and obligations hereunder, and the OTA (as defined Xxxxxxx Money shall be returned to Buyer, otherwise, if Buyer timely delivers the Termination Notice described in Section 10(1) of 3.03 above after the Initial Period, this Agreement) signed by Former OperatorAgreement terminate, Purchaser both parties shall deposit the sum of Thirty-Six Thousand be fully released from all liability and 00/100 ($36,000.00) Dollarsobligations hereunder, and (the Xxxxxxx Money shall be retained by Seller; b) within forty-five (45) days following if all of the Effective Date (unless this Agreement has been terminated)Contingencies are timely satisfied and the transaction herein closes, Purchaser the Xxxxxxx Money shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, be paid to Seller and Escrow Agent shall execute and deliver credited to Buyer against the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (aPurchase Price at Closing; c) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any if all of the conditions set forth Contingencies are timely satisfied, but the transaction herein fails to close due to Defects in Section 6 hereof to be satisfied by Seller thereunder Title (Article V below) or Eminent Domain (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedArticle IX below), the Xxxxxxx Money shall be returned to Purchaser within five (5Buyer and neither party shall have any further liability hereunder; d) days of Purchaser's termination of this Agreement. If if the transaction contemplated under this Agreement herein fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money due to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")a default by Buyer, the Xxxxxxx Money shall be applied paid to Seller without prejudice to all rights and remedies which Seller may have against Buyer, at law or in equity; e) if the Purchase Pricetransaction herein fails to close due to the default of Seller, the Xxxxxxx Money shall be returned to Buyer without prejudice, however, to all rights and remedies which Buyer may have against Seller, at law or in equity.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xxxx Xxxxxx and White(“Escrow Agent”), as agent for Chicago a national title underwriter acceptable to Purchaser (“Title Insurance Company”), 0000 Xxxxxx Xxxxx Xxxxwithin three (3) business days after the “Effective Date” (as defined below), Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of One Hundred and Fifty Thousand and 00/100 Dollars ($150,000.00). In the event that Purchaser timely delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional xxxxxxx money deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five One Hundred and Fifty Thousand and 00/100 Dollars ($45,000150,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. The Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest-bearing account as Purchaser shall direct. All interest income on such account shall be taxable to, and be reported as income to, Purchaser. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated by Escrow Agent, and neither party hereto shall have any further rights or obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser hereby agrees shall deliver to deposit xxxxxxx money (The Title Company of the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. XxxxxxRockies, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 Inc. (the "Escrow Agent" or the "Title Company"), whose address is 00000 X.X. Xxxxxxx 40, X.X. Xxx 00000, Xxxxxx Xxxx, Xxxxxxxx, 00000, to the attention of Xxxxx Xxxxxx, a check payable to the order of the Escrow Agent in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00) ("Xxxxxxx Money"). All Xxxxxxx Money shall be held and delivered in accordance with the provisions hereof. Escrow Agent shall immediately present for payment the check deposited by Purchaser and deposit same into an interest bearing Trust Account. All interest accruing upon the Xxxxxxx Money shall be held for the benefit of Purchaser. If Purchaser does not terminate this Contract during the Inspection Period (as follows: (adefined in Article VI hereinbelow) then, within two (2) business days following after the date expiration of the Inspection Period, the Title Company shall disburse the entire $200,000.00 xxxxxxx money deposit to Seller; upon such disbursement the $200,000.00 xxxxxxx money deposit shall be non-refundable to the Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement except in the form attached hereto as Exhibit "D". If event of a default by Seller hereunder or in the event that any condition precedent to closing described in Article VIII hereinbelow is not fully satisfied, but, if the Purchaser terminates this Agreement (a) as a result completes the acquisition of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any all of the conditions set forth Subject Property, then the entire $200,000.00 xxxxxxx money deposit shall be applied in Section 6 hereof to be satisfied by Seller thereunder or (c) because any partial satisfaction of the conditions precedent set forth in Section 10 have purchase price payable at the final closing hereunder. In the event that this Contract does not been satisfiedclose, then the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth disbursed in the preceding sentencemanner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing it is understood and agreed that One Hundred Dollars ($100.00) of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall in all events be applied against delivered to Seller as valuable consideration for the Purchase Priceinspection period described in Article VI hereinbelow and the execution of this Contract by Seller.

Xxxxxxx Money. Purchaser hereby agrees shall pay $121,500.00 in in Xxxxxxx Money to deposit xxxxxxx money Seller. Purchaser shall deliver to Lawyers Title Insurance Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx, Esq. (the "“Escrow Agent”), within one (1) business day after the date of this Agreement, the sum of FIFTEEN THOUSAND ONE HUNDRED EIGHTY SEVEN and 50/100 DOLLARS ($15,187.50) in cash (such amount, together with all interest, if any, earned thereon being referred to as the “Initial Xxxxxxx Money"”). The Initial Xxxxxxx Money shall be invested by the Escrow Agent in an account as Purchaser may direct. Seller shall have the option of terminating this Agreement if the Initial Xxxxxxx Money is not delivered to the Escrow Agent within such time. Upon the expiration of the Inspection Period as hereinafter defined, if Purchaser has not terminated this Agreement pursuant to Section 5.2(a) via wire transfer hereof, Purchaser shall deposit in cash the sum of ONE HUNDRED SIX THOUSAND THREE HUNDRED TWELVE and 50/100 ($106,312.50) (such amount, together with all interest, if any, earned thereon being referred to as the “Additional Xxxxxxx Money” and the Additional Xxxxxxx Money together with the Initial Xxxxxxx Money being hereinafter collectively referred to as the “Xxxxxxx Money”). Upon the deposit of the Additional Xxxxxxx Money, and except as otherwise set forth in this Agreement, the entire Xxxxxxx Money deposit shall become non-refundable pursuant to the terms of this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement, all Xxxxxxx Money and any interest earned thereon shall be paid to Seller and applied to the payment of the Purchase Price. If this Agreement is properly terminated prior to the end of Inspection Period or prior to the expiration of the Financing Contingency Period, or in accordance with any other express provision of this Agreement by either party in accordance with the wire transfer instructions attached terms hereof, then the Xxxxxxx Money on deposit and any interest earned thereon shall be immediately returned to Purchaser, and no party hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives shall have any further obligations under this Agreement signed by Seller, and except for the OTA (as defined obligations specified in Section 10(15.2(a) of this Agreement) signed by Former Operator, and Section 11.2. Purchaser and Seller shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and enter into with Escrow Agent shall execute and deliver the escrow agreement an Escrow Agreement in the form attached hereto as Exhibit "D". If B, with regard to the rights and obligations of Escrow Agent, Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure and Seller with regard to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceMoney.

Xxxxxxx Money. Xxxxxxx Money shall be received and paid as set forth below. (a) Purchaser hereby agrees to deposit shall deliver an xxxxxxx money deposit in the amount of Two Hundred Thousand and no/100 Dollars (the "Xxxxxxx Money"$200,000.00) via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for to Chicago Title Insurance Company, 0000 000 X. 00xx Xxxxxx, Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000, Attn: Xxxxx 000Xxxxxxxx (“Escrow Company”), Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following after the date Purchaser receives a fully-executed copy of this Agreement signed is delivered to Escrow Company by Seller. Such deposit, together with all interest accrued thereon and any additional amounts under (c) below, is herein collectively called the “Xxxxxxx Money”, and shall be invested by the OTA (Escrow Company in an FDIC-insured, interest-bearing account as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and direct. (b) within forty-five (45) days following If the Effective Date (unless sale of the Membership Interests is consummated under this Agreement has been terminated)Agreement, Purchaser the Xxxxxxx Money shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, be paid to Seller and Escrow Agent shall execute and deliver applied to the escrow agreement in payment of the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days Purchaser, without the consent or joinder of Purchaser's Seller being required, and no party hereto shall have any further obligations under this Agreement except for such obligations which by their terms expressly survive the termination of this AgreementAgreement for a period of one year (the “Surviving Obligations”). If the transaction contemplated under Purchaser fails to consummate this Agreement fails and is in default pursuant to close for any reason other than the reasons set forth in the preceding sentenceSection 8.2 of this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under Seller may terminate this Agreement (the "Transaction"), and thereupon the Xxxxxxx Money shall be applied against paid to the Purchase PriceSeller by the Escrow Company as liquidated damages, without the consent or joinder of Purchaser being required. (c) If the Purchaser delivers an Approval Notice as evidence that it elects to proceed with this transaction, within two (2) business days of that event it will deliver One Hundred Seventy Five Thousand Dollars ($175,000.00) to the Escrow Company as additional Xxxxxxx Money for total Xxxxxxx Money of $375,000.00. All of this Xxxxxxx Money shall be disbursed in accordance with this Agreement.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxshall, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following after the date Purchaser receives this Agreement signed by Seller, full execution and the OTA (as defined in Section 10(1) delivery of this Agreement) signed by Former Operator, Purchaser shall deposit with the sum Escrow Company, as escrow agent, the amount of Thirty-Six Two Million Five Hundred Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand no/100 Dollars ($45,000). Purchaser2,500,000.00) (together with all interest earned thereon, Seller and Escrow Agent the "Xxxxxxx Money") which Xxxxxxx Money shall execute and deliver the escrow agreement be in the form attached hereto of a wire transfer of immediately available United States of America funds. Prior to the expiration of the Due Diligence Period (as Exhibit "D"hereinafter defined), One Million and no/100 Dollars of the Xxxxxxx Money (the “Refundable Portion”) shall be fully refundable to Purchaser (for any reason or no reason at all). If Purchaser terminates Subject to Purchaser’s right to terminate this Agreement (apursuant to Section 3.2(b) as a result of Seller's breach a Refundable Condition (as defined below) One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) of any provision the Xxxxxxx Money (the “Non-Refundable Portion”) shall be nonrefundable to Purchaser. Notwithstanding anything to the contrary herein, Five Hundred Thousand and no/100 Dollars ($500,000.00) of the Non-Refundable Portion (the “Hard Deposit”) shall not be held in escrow but instead shall be delivered directly to Seller no later than two (2) business days after full execution and delivery of this Agreement; provided, (b) because of Seller's failure however, Purchaser shall be entitled to satisfy any a return of the conditions set forth Hard Deposit from Seller within two (2) business days of written notice in Section 6 hereof the event the entire Xxxxxxx Money is to be satisfied by Seller thereunder or (c) because any refunded to Purchaser in accordance with this Agreement. Subject to Purchaser’s right to terminate this Agreement and receive a refund of the conditions precedent set forth entire Xxxxxxx Money in Section 10 have not been satisfiedaccordance with this Agreement, the Refundable Portion shall become nonrefundable at 5:00 p.m. (Chicago time) on the last day of the Due Diligence Period unless this Agreement is terminated prior to such time. Other than the Hard Deposit, the Xxxxxxx Money shall be returned held and disbursed by the Escrow Company acting as escrow agent pursuant to Purchaser within five (5) days the Xxxxxxx Money Escrow Agreement in the form of Purchaser's termination of Exhibit B attached hereto which the parties have executed simultaneously with this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other Other than the reasons set forth in the preceding sentenceHard Deposit, the Escrow Agent shall disburse the Xxxxxxx Money shall be invested in a federally issued or insured interest bearing instrument and shall be paid to Sellerthe party to which the Xxxxxxx Money is paid pursuant to the provisions hereof. Upon Closing of If the transaction contemplated under this Agreement (sale hereunder is consummated in accordance with the "Transaction")terms hereof, the Xxxxxxx Money shall be applied against to the Purchase PricePrice to be paid by Purchaser at the Closing. In the event of a default hereunder by Purchaser or Seller or if this Agreement is terminated in accordance with any other provision herein, the Xxxxxxx Money shall be applied as provided herein.

Xxxxxxx Money. Purchaser hereby agrees Within three (3) business days after the execution of this Agreement by Contributor and Acquiror, Acquiror shall deliver to deposit xxxxxxx money First American Title Insurance Company located in Philadelphia, Pennsylvania ("Escrowee") a check payable to Escrowee or wire transferred federal funds in the amount of Five Hundred Thousand Dollars ($500,000) (the "Initial Xxxxxxx Money"). Within three (3) business days after the expiration of the Inspection Period (as defined below) (including any extension thereof), if Acquiror has not delivered a Termination Notice (as defined below) to Contributor prior to the expiration of the Inspection Period pursuant to Section 9, Acquiror shall deliver to Escrowee a check payable to Escrowee or wire transferred federal funds in the amount of Five Hundred Thousand Dollars ($500,000) (the "Additional Xxxxxxx Money"). The Initial Xxxxxxx Money, together with any and all interest earned thereon (net of any investment costs), and the Additional Xxxxxxx Money, if applicable, together with any and all interest earned thereon (net of any investment costs), shall hereinafter be referred to as the "Xxxxxxx Money") via wire transfer (." The Xxxxxxx Money shall be invested and applied in accordance with the wire transfer instructions terms and conditions of the Escrow Agreement attached hereto as Exhibit "C") E. The Escrow Agreement shall be executed and delivered by Contributor, Acquiror and Escrowee contemporaneously with Xxxxxxx X. Xxxxxx, Xxxxxx the execution and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) delivery of this Agreement) signed by Former Operator, Purchaser shall deposit . Upon the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedClosing, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAcquiror.

Xxxxxxx Money. Not later than two Business Days after the Effective Date, Purchaser hereby agrees shall deliver to deposit First American Title Insurance Company, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention Xxxx Xxxxxxx, phone: 000-000-0000, fax: 000-000-0000, E-mail: xxxxxxxx@xxxxxxx.xxx, the "Title Company"), as escrow agent, $522,000.00 (by wire transfer of Immediately Available Funds), as xxxxxxx money ("Initial Xxxxxxx Money"). Unless Purchaser has elected to terminate this Contract, then not later than one Business Day after the expiration of the Feasibility Period (defined below), Purchaser shall deliver to Title Company an additional amount equal to $522,000.00 (by Immediately Available Funds) as additional xxxxxxx money ("Additional Xxxxxxx Money"). Notwithstanding anything to the contrary in this Contract, upon deposit by Purchaser, the amount of $100,000.00 of the Initial Xxxxxxx shall be nonrefundable (the "Nonrefundable Deposit"), except as expressly provided in this Agreement. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money, to the extent delivered by Purchaser, and, if and when made, the Extension Deposit (defined below) together with any interest earned on any of the foregoing, are collectively referred to as the "Xxxxxxx Money") via wire transfer (." If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 4, this Contract shall be null and void, and neither party shall have any right or obligation hereunder. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 4 and Purchaser has not otherwise terminated this Contract in accordance with its terms prior to the wire transfer instructions attached hereto as Exhibit "C") with expiration of the Feasibility Period, such failure shall constitute a default by Purchaser under this Contract. The Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed Money shall be invested in an interest-bearing account at one or more federally insured national banking institutions reasonably approved by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver provided Purchaser satisfies the escrow agreement Title Company's requirements with respect thereto. In the event the transaction contemplated by this Contract is closed, at Purchaser's option, the Xxxxxxx Money will be either applied in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any payment of the conditions set forth in Section 6 hereof Sales Price to be satisfied by Seller thereunder paid at Closing or (c) because any of refunded to Purchaser. In the conditions precedent set forth in Section 10 have event the transaction is not been satisfiedclosed, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination disbursed in accordance with the provisions of this AgreementContract. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Price.and Sale Agreement15233079_2 3

Xxxxxxx Money. Within two (2) Business Days following the execution of this Contract by both Sellers and Purchaser, Purchaser hereby agrees to shall deposit xxxxxxx money with First American Title Insurance Company (the "Xxxxxxx Money"“Title Company”), the sum of Five Hundred Thousand and 00/100 Dollars ($500,000) via wire transfer (the “Initial Deposit”) in good funds. No later than two (2) Business Days following the end of the Inspection Period (as hereinafter defined) (provided that this Contract is not sooner terminated in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminatedterms hereof), Purchaser shall deposit with the Title Company an additional sum of Forty ­five Five Hundred Thousand and 00/100 Dollars ($45,000500,000) (the “Additional Deposit” and together with the Initial Deposit, the “Deposit”). PurchaserShould Purchaser fail to make the Initial Deposit or the Additional Deposit, Seller and Escrow Agent if any when due, this Contract shall execute and deliver automatically terminate, whereupon the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision Title Company shall return to Sellers all executed originals of this AgreementContract then in its possession and Sellers and Purchaser shall have no further rights, (b) because of Seller's failure to satisfy any of the conditions liabilities or obligations hereunder except as expressly set forth herein. The Title Company shall deposit the Deposit in Section 6 hereof an non-interest bearing account maintained at a federally insured bank or savings and loan association, in such a manner that the entire Deposit is, to be satisfied the extent feasible, protected by Seller thereunder or (c) because any federal deposit insurance. To facilitate the timely deposit of such funds, Purchaser hereby represents, warrants, covenants and agrees with Sellers and the conditions precedent Title Company that Purchaser's federal taxpayer identification number is 00-0000000 and that it will promptly execute such documentation as the Title Company may reasonably require to enable the Title Company to comply with the deposit instructions set forth herein. 2.2.1 The Deposit and any interest earned thereon is hereinafter collectively referred to as the “Xxxxxxx Money.” If the transaction contemplated by this Contract is consummated in Section 10 have not been satisfiedaccordance with the terms and provisions hereof, the Xxxxxxx Money shall be returned credited against the Purchase Price and paid to Purchaser within five (5) days of Purchaser's termination of this AgreementSellers at Closing. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")is not so consummated, the Xxxxxxx Money shall be applied against held and delivered by the Title Company as hereinafter provided. 2.2.2 The balance of the Purchase Price, subject to the credits, prorations and adjustments set forth herein, shall be paid in cash by wire transfer of immediately available funds.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two One (21) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA Business Day (as defined in Section 10(12.1(c) of this Agreementbelow) signed by Former Operator, Purchaser shall deposit after the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless date this Agreement has been terminatedis executed by Seller and Purchaser (the “Effective Date”), Purchaser shall deposit with First American Title Insurance Company, Los Angeles, California, Attention: Xxxx Xxxxxxx (“Escrow Agent”), the additional sum of Forty ­five Five Hundred Thousand and 00/100 Dollars ($45,000500,000.00) (the “Xxxxxxx Money”). PurchaserAll interest accruing on the Xxxxxxx Money shall become a part of the Xxxxxxx Money and shall be distributed as the Xxxxxxx Money is distributed in accordance with the terms of this Agreement. The wire instructions of Escrow Agent are as follows: Wire to: First American Trust FSB 0 Xxxxx Xxxxxxxx Xxx Xxxxx Xxx, Seller and XX 00000 ABA Number: 000000000 For Credit To: First American Title Insurance Company Account Number: 3021820000 Reference: Attn: Xxxxxxx Xxxxxx/Xxxx Xxxxxxx Phone: 000-000-0000 (b) Escrow Agent shall execute hold the Xxxxxxx Money in two separate banks approved by Seller and deliver Purchaser, each in an interest bearing high-yield insured savings escrow account in accordance with the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision terms and conditions of this Agreement, to be disbursed and/or delivered as follows: (bi) because of Seller's failure to satisfy any Upon the consummation of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")Closing, the Xxxxxxx Money shall be applied against towards the payment of the Purchase PricePrice and Escrow Agent will disburse the Xxxxxxx Money to Seller; (ii) If the Closing is not consummated due to a breach or default of Purchaser that is not cured in accordance with this Agreement, and Seller terminates this Agreement pursuant to the terms and conditions hereof, Escrow Agent will disburse the Xxxxxxx Money to Seller; (iii) If Seller defaults under the terms of this Agreement and Purchaser terminates this Agreement pursuant to the terms and conditions hereof, Escrow Agent will disburse the Xxxxxxx Money to Purchaser; (iv) If Purchaser terminates this Agreement in accordance with the provisions of any of Sections 2.2(e), 3.7, 7.2 or 7.4, then Escrow Agent will disburse the Xxxxxxx Money to Purchaser; (v) Notwithstanding the foregoing, if either Seller or Purchaser claims that it is entitled to receive all or any portion of the Xxxxxxx Money, then that party (the claiming party) shall through its legal counsel notify Escrow Agent in writing and shall simultaneously deliver written notice of its claim to the other party (the non-claiming party). Escrow Agent shall promptly confirm with the non-claiming party that it received a copy of the claiming party’s notice. If Escrow Agent does not receive a written objection from or on behalf of the non-claiming party within five (5) Business Days after receipt of the claiming party’s notice, then Escrow Agent shall deliver to the claiming party all or that portion of the Xxxxxxx Money claimed by the claiming party; and (vi) If Escrow Agent receives conflicting instructions or claims from Seller and Purchaser, Escrow Agent shall continue to hold the Xxxxxxx Money until jointly directed by Seller and Purchaser or until otherwise directed by a court of competent jurisdiction.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xxxx Xxxxxx and White(“Escrow Agent”), as agent for Chicago a national title underwriter acceptable to Purchaser (“Title Insurance Company”), 0000 Xxxxxx Xxxxx Xxxxwithin three (3) business days after the “Effective Date” (as defined below), Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of Two Hundred Thousand and no/100 Dollars ($200,000.00). In the event that Purchaser delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional xxxxxxx money deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five One Hundred Thousand and no/100 Dollars ($45,000100,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest-bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated by Escrow Agent, and neither party hereto shall have any further rights or obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. (a) Within three (3) business days of the Effective Date, Purchaser hereby agrees to shall deposit xxxxxxx money with Xxxxxxxx Title and Escrow, LLC (the "“Escrow Agent”), with an address of 0000 Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 00000, Attn: Xxxxxx Xxxxxxxx, by wire transfer of immediately available federal funds, the amount of THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($350,000.00) (the "Escrow Agent") as follows: (a) within two (2) business days following the date “Initial Deposit”). If Purchaser receives does not terminate this Agreement signed prior to the expiration of the Inspection Period by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operatordelivering a Termination Notice, Purchaser shall deposit with Escrow Agent, within three (3) business days after the sum expiration of Thirty-Six the Inspection Period, an additional deposit of THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($350,000.00) (the “Additional Deposit”). As used herein, the term “Xxxxxxx Money” shall mean the Initial Deposit, plus the Additional Deposit and any interest accrued on any such funds while held by the Escrow Agent. A Two Hundred Fifty Thousand and 00/100 No/100 Dollar ($36,000.00250,000.00) Dollarsportion of the Xxxxxxx Money (the “Non-Refundable Deposit”) shall be non-refundable to Purchaser at 5:00 p.m. Eastern Standard Time on October 27, and (b) within forty-five (45) days following the Effective Date (2017, unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreementpursuant to Sections 3.5(d), (b) because of Seller's failure to satisfy any 5.1, 6.2, 8.1, 9.2, 9.6 or 13 hereof, in which case such sections shall govern the refund of the conditions set forth in Section 6 hereof Xxxxxxx Money. The entire Xxxxxxx Money, including, but not limited to the Non-Refundable Deposit, will be satisfied by Seller thereunder or (c) because any non-refundable to Purchaser upon expiration of the conditions precedent set forth Inspection Period, unless Purchaser terminates this Agreement pursuant to Sections 6.2, 8.1, 9.2 or 9.6 hereof, in which case such sections shall govern the refund of the Xxxxxxx Money. In the event Purchaser does not terminate this Agreement prior to the expiration of the Inspection Period by delivering a Termination Notice, and Purchaser fails to deposit the Additional Deposit with Escrow Agent within one (1) business day after the expiration of the Inspection Period, Purchaser shall be in default under this Agreement and Seller shall be entitled to exercise its rights and remedies under Section 10 have not been satisfied6.1 hereof; provided, however, Seller shall only be entitled to such portion of the Xxxxxxx Money previously deposited with Escrow Agent, and if Purchaser deposits the Additional Deposit before Seller exercises its rights under Section 6.1 hereof, then Seller shall be returned no longer have the right to Purchaser within five (5) days of Purchaser's termination of this Agreementexercise its rights and remedies under Section 6.1 hereof. If Purchaser purchases the transaction contemplated under this Agreement fails to close for Property, any reason other than the reasons set forth in the preceding sentence, the Xxxxxxx Money then on deposit with Escrow Agent shall disburse be credited for the Xxxxxxx Money to Seller. Upon Closing benefit of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied Purchaser against the Purchase Price.Price at Closing. 1184306 v7

Xxxxxxx Money. Purchaser hereby agrees shall pay $25,000.00 in Xxxxxxx Money to deposit xxxxxxx money Seller. Purchaser shall deliver to Lawyers Title Insurance Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx, Esq. (the "“Escrow Agent”), within one (1) business day after the date of this Agreement, the sum of THREE THOUSAND FIFTY TWO and 50/100 DOLLARS ($3,052.50) in cash (such amount, together with all interest, if any, earned thereon being referred to as the “Initial Xxxxxxx Money"”). The Initial Xxxxxxx Money shall be invested by the Escrow Agent in an account as Purchaser may direct. Seller shall have the option of terminating this Agreement if the Initial Xxxxxxx Money is not delivered to the Escrow Agent within such time. Upon the expiration of the Inspection Period as hereinafter defined, if Purchaser has not terminated this Agreement pursuant to Section 5.2(a) via wire transfer hereof, Purchaser shall deposit in cash the sum of TWENTY ONE THOUSAND THREE HUNDRED SIXTY SEVEN and 50/100 Dollars ($21,367.50) (such amount, together with all interest, if any, earned thereon being referred to as the “Additional Xxxxxxx Money” and the Additional Xxxxxxx Money together with the Initial Xxxxxxx Money being hereinafter collectively referred to as the “Xxxxxxx Money”). Upon the deposit of the Additional Xxxxxxx Money, and except as otherwise set forth in this Agreement, the entire Xxxxxxx Money deposit shall become non-refundable pursuant to the terms of this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement, all Xxxxxxx Money and any interest earned thereon shall be paid to Seller and applied to the payment of the Purchase Price. If this Agreement is properly terminated prior to the end of Inspection Period or prior to the expiration of the Financing Contingency Period, or in accordance with any other express provision of this Agreement by either party in accordance with the wire transfer instructions attached terms hereof, then the Xxxxxxx Money on deposit and any interest earned thereon shall be immediately returned to Purchaser, and no party hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives shall have any further obligations under this Agreement signed by Seller, and except for the OTA (as defined obligations specified in Section 10(15.2(a) of this Agreement) signed by Former Operator, and Section 11.2. Purchaser and Seller shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and enter into with Escrow Agent shall execute and deliver the escrow agreement an Escrow Agreement in the form attached hereto as Exhibit "D". If B, with regard to the rights and obligations of Escrow Agent, Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure and Seller with regard to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceMoney.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money Commonwealth Land Title, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Attn: Xxxxx Xxxxx (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White“Escrow Agent”), as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 a national title underwriter acceptable to Purchaser (the "Escrow Agent"“Title Company”), within three (3) business days after the Effective Date (as follows: defined below), an xxxxxxx money deposit (athe “Initial Deposit”) in the amount of Two Hundred Seventy Five Thousand and no/100 Dollars ($275,000.00). In the event that Purchaser delivers the “Closing Notice” (as defined in Section 4.1.1 of this Agreement) to Seller, then within two three (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five Four Hundred Seventy Five Thousand and no/100 Dollars ($45,000475,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the by Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgent.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money Commonwealth Land Title Company, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Attn: Xxxxx Xxxxx (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White“Escrow Agent”), as agent for Chicago a national title underwriter acceptable to Purchaser (“Title Insurance Company”), 0000 Xxxxxx Xxxxx Xxxxwithin three (3) business days after the “Effective Date” (as defined below), Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00). In the event that Purchaser delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional xxxxxxx money deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five One Hundred Fifty Thousand and 00/100 Dollars ($45,000150,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest-bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser timely terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated by Escrow Agent, and neither party hereto shall have any further rights or obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Not later than two Business Days after the Effective Date, Purchaser hereby agrees shall deliver to deposit First American Title Insurance Company, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention Xxxx Xxxxxxx, phone: 000-000-0000, fax: 000-000-0000, E-mail: xxxxxxxx@xxxxxxx.xxx, the "Title Company"), as escrow agent, $462,000.00 (by wire transfer of Immediately Available Funds), as xxxxxxx money ("Initial Xxxxxxx Money"). Unless Purchaser has elected to terminate this Contract, then not later than one Business Day after the expiration of the Feasibility Period (defined below), Purchaser shall deliver to Title Company an additional amount equal to $462,000.00 (by Immediately Available Funds) as additional xxxxxxx money ("Additional Xxxxxxx Money"). Notwithstanding anything to the contrary in this Contract, upon deposit by Purchaser, the amount of $100,000.00 of the Initial Xxxxxxx shall be nonrefundable (the "Nonrefundable Deposit"), except as expressly provided in this Agreement. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money, to the extent delivered by Purchaser, and, if and when made, the Extension Deposit (defined below) together with any interest earned on any of the foregoing, are collectively referred to as the "Xxxxxxx Money") via wire transfer (." If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 4, this Contract shall be null and void, and neither party shall have any right or obligation hereunder. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 4 and Purchaser has not otherwise terminated this Contract in accordance with its terms prior to the wire transfer instructions attached hereto as Exhibit "C") with expiration of the Feasibility Period, such failure shall constitute a default by Purchaser under this Contract. The Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed Money shall be invested in an interest-bearing account at one or more federally insured national banking institutions reasonably approved by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller provided Purchaser satisfies the Title Company's requirements with respect thereto. In the event the transaction contemplated by this Contract is closed, at Purchaser's option, Purchase and Escrow Agent shall execute and deliver Sale Agreement15233085_2 3 the escrow agreement Xxxxxxx Money will be either applied in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any payment of the conditions set forth in Section 6 hereof Sales Price to be satisfied by Seller thereunder paid at Closing or (c) because any of refunded to Purchaser. In the conditions precedent set forth in Section 10 have event the transaction is not been satisfiedclosed, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination disbursed in accordance with the provisions of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceContract.

Xxxxxxx Money. Within two (2) Business Days of the Effective Date, Purchaser hereby agrees will deliver to deposit First Nationwide Title, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx (the “Title Company”), as escrow agent, FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00) (by Immediately Available Funds) as xxxxxxx money (the "“Xxxxxxx Money"”), which the Title Company will deposit and hold in an interest bearing account. Unless this Agreement has been terminated during the Inspection Period pursuant to the express terms of Section 5(a) via wire transfer of this Agreement (in accordance with which event the wire transfer instructions attached hereto as Exhibit "C"Xxxxxxx Money shall immediately be returned to Purchaser pursuant to Section 5(a) with Xxxxxxx X. Xxxxxxof this Agreement), Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) then within two (2) business days following Business Days after the expiration of the Inspection Period, Purchaser will deliver to Title Company as escrow agent, additional funds in the amount of EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($800,000.00) (by Immediately Available Funds) (the “Additional Xxxxxxx Money”). From and after the date that the Additional Xxxxxxx Money is deposited with Title Company pursuant to the immediately preceding sentence, the term Xxxxxxx Money, shall mean collectively, the original Xxxxxxx Money and the Additional Xxxxxxx Money (together with and including all interest earned thereon). If Purchaser receives does not timely deliver the Xxxxxxx Money as provided in this Section 3, this Agreement signed shall be null, void ab initio and of no force and effect. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 3 and has not timely terminated this Agreement in accordance with Section 5(a) below, then Seller shall have the right to terminate this Agreement at any time thereafter prior to the date that the Additional Xxxxxxx Money is deposited with the Title Company as required by this Section 3, and upon such termination (i) any portion of the Xxxxxxx Money deposited with the Title Company shall be released and paid to Seller, and (ii) neither party shall have any right or obligation hereunder, except such obligations and liabilities that expressly survive the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. The Xxxxxxx Money shall include the amount required to be initially deposited with the Title Company, the Additional Xxxxxxx Money deposited with the Title Company, and any interest earned on any and all of such funds. If the transaction contemplated under by this Agreement fails is closed, then the Xxxxxxx Money will be applied in payment of the Sales Price to close for any reason other than be paid at Closing. If the reasons set forth in transaction contemplated by this Agreement is not closed, then the preceding sentence, the Escrow Agent shall Title Company will disburse the Xxxxxxx Money in accordance with the provisions of this Agreement. The Title Company shall have no duties or responsibilities as escrow agent except those set forth in this Agreement, which the parties hereto agree are ministerial in nature. Seller and Purchaser acknowledge that the Title Company is serving solely as an accommodation to Seller. Upon Closing the parties hereto, and except for breach of the transaction contemplated terms of this Agreement or the gross negligence or willful misconduct of the Title Company, the Title Company shall have no liability of any kind whatsoever arising out of or in connection with its activity as escrow agent under this Agreement Agreement. Seller and Purchaser jointly and severally agree to and do hereby indemnify and hold harmless the Company from all suits, actions, loss, costs, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) which may be incurred by reason of its acting as the "Transaction"escrow agent under this Agreement. Notwithstanding any other provision contained herein, the Title Company may, following receipt of written notice of (i) pending litigation between Purchaser and Seller or the related to the Property, or (ii) a dispute between Purchaser and Seller as to the disbursement of the Xxxxxxx Money, without prior notice to any party, the costs thereof (including reasonable attorney’s fees) to be borne joint and severally by the Buyer and seller, deposit the Xxxxxxx Money, together with the interest earned thereon, if any, with the Clerk of the Court in which the Property is located. Notwithstanding any other provision contained herein, failure to submit to the Title Company an executed, completed Form W-9 (from the party benefitting from the interest to be accrued), shall stay the Xxxxxxx Money shall be applied against Title Company’s obligation to deposit the Purchase Priceescrow in either a segregated or an interest bearing account until such time that said form has been provided to the Title Company and accepted by the Title Company’s bank.

Xxxxxxx Money. Purchaser hereby agrees shall deposit, as xxxxxxx money, with the Title Company, to bind this Agreement with Seller, the sum of $25,000.00 (herein referred to as the "Initial Xxxxxxx Money") in the form of cash, cashier's check or other readily available funds, which deposit is to be made within three (3) business days from and after the Effective Date. In addition, Purchaser shall deposit, as additional xxxxxxx money money, with the Title Company, the sum of $25,000.00 (herein referred to as the "Additional Xxxxxxx Money") in the form of cash, cashier's check or other readily available funds, on the expiration of the Review Period. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money are sometimes collectively referred to herein as the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago . The Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser Company shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, place the Xxxxxxx Money in a fully federally insured interest bearing account, and all interest earned thereon shall be returned to Purchaser within five (5) days become a part of Purchaser's termination of this Agreementthe Xxxxxxx Money as it accrues. If the transaction contemplated under this Agreement fails to close for any reason other than hereby closes, then on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement Date (the "Transaction"as herein defined), the Xxxxxxx Money shall be paid over to Seller and applied against to the Total Purchase Price; provided, however, that where Purchaser has the option to terminate this Agreement, in the event of such termination, then the Xxxxxxx Money shall be immediately returned by the Title Company to Purchaser. In the event the transaction contemplated hereby does not close for any other reason, the Xxxxxxx Money shall be disbursed in accordance with the terms hereof, subject to the reimbursements to Seller set forth in Section 10.4 hereof. In the event that Purchaser fails to deposit the Initial Xxxxxxx Money with the Title Company as provided in this Article 3, then this Agreement shall become null and void for all purposes, and the parties hereto shall have no further obligations hereunder.

Xxxxxxx Money. (A) Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxshall deliver Republic Title of Texas, Xxxxxx and White, as agent for Chicago Title Insurance CompanyInc., 0000 Xxxxxx Xxxxx XxxxXxxxxx, Xxxxx 00010th Floor, XxxxxxxDallas, Xxxxxxx 00000 Texas 75204, Attn: Xxxx Xxxxxx (“Escrow Agent” and “Title Company”), within three (3) business days after the “Effective Date” (as defined below), an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of One Hundred Seventy Five Thousand and no/100 Dollars ($175,000.00). In the event that Purchaser delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five One Hundred Seventy Five Thousand and no/100 Dollars ($45,000175,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest-bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated by Escrow Agent, and neither party hereto shall have any further rights or obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. (i) Upon execution of this Agreement by Purchaser, Purchaser hereby agrees shall deliver to deposit Lawyers Title Insurance Corporation, National Division Office, 00 Xxxx Xxxxxxxx Xxxxx, Suite 100, Phoenix, Arizona 85012 ("Title Insurer"), initial xxxxxxx money (the "Initial Xxxxxxx Money") via wire transfer in the sum of Seventy-Five Thousand Dollars ($75,000). If Purchaser does not terminate this Agreement pursuant to and in accordance with Section 9 below, Purchaser shall, on or before the thirtieth (30th) day after the date of this Agreement, deposit with the Title Insurer additional xxxxxxx money (the "Additional Xxxxxxx Money") in the sum of Seventy-Five Thousand Dollars ($75,000). The Initial Xxxxxxx Money and, if deposited or required to be deposited with the Title Insurer, the Additional Xxxxxxx Money, together with any interest earned thereon net of investment costs, are referred to in this as the "Xxxxxxx Money". The Xxxxxxx Money shall be invested as Seller and Purchaser so direct. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number. (ii) If the transaction closes in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Title Insurer to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than due to a default on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (the "Transaction")Purchaser, the Xxxxxxx Money shall be applied against delivered by Title Insurer to Seller, such delivery to be without prejudice to the Purchase Priceother rights and remedies of Seller due to such a default as provided in this Agreement or at law or in equity conferred. If the transaction fails to close due to a default on the part of Seller, the Xxxxxxx Money shall be delivered by Title Insurer to Purchaser, and Purchaser shall have the remedy provided for in Section 8(A) below.

Xxxxxxx Money. (i) Prior to the execution of this Agreement, Purchaser hereby agrees has delivered to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for National Escrow Division of Chicago Title Insurance Company, 0000 Xxxxxx 000 Xxxxx XxxxXxxxx Xxxxxx, Xxxxx 000Chicago, XxxxxxxIllinois 60601-3294, Attention: Xxxxxxx 00000 Xxxxx, Telephone: 312/000-0000, Facsimile: 312/223-5800 (the "Escrow Agent") as follows: initial xxxxxxx money (athe "Initial Xxxxxxx Money") within two in the sum of Fifty Thousand and No/100 Dollars (2$50,000.00). Purchaser and Seller, by their execution and delivery of this Agreement, hereby jointly instruct the Escrow Agent to release and deliver the Initial Xxxxxxx Money to Seller, to be held by Seller pursuant to the terms of this Agreement. Purchaser and Seller further agree to execute and deliver any necessary or further documentation to cause the delivery and release of the Initial Xxxxxxx Money to Seller. On or before 5:00 p.m. on August 15, 1997, Purchaser shall deliver and cause to be released directly to Seller additional xxxxxxx money (the "Additional Xxxxxxx Money") business days following in the date Purchaser receives sum of Fifty Thousand and No/100 Dollars ($50,000.00), to be held by Seller pursuant to the terms of this Agreement. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money are referred to in this Agreement signed by as the "Xxxxxxx Money". Seller shall have no obligation to invest the Xxxxxxx Money, but if Seller does invest the Xxxxxxx Money, any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number (unless the Xxxxxxx Money is paid to Seller as liquidated damages pursuant to Section 7(B) below, in which case such interest shall be reported to Seller's federal tax identification number). (ii) Purchaser shall not be entitled to a return of the Xxxxxxx Money, except as expressly provided in Sections 3(C), 5(A), 5(B), 7(A), 8(A) and the OTA (as defined in Section 10(18(B) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision the transaction closes in accordance with the terms of this Agreement, (b) because at Closing, the Xxxxxxx Money shall be credited to Purchaser as partial payment of the Purchase Price. If the transaction fails to close due to a default on the part of Purchaser, the Xxxxxxx Money shall be retained by Seller, without prejudice to the other rights and remedies of Seller due to such a default as provided in this Agreement. If the transaction fails to close due to a default on the part of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser, and Purchaser within five (5shall have the remedy provided for in Section 7(A) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Pricebelow.

Xxxxxxx Money. Within two (2) Business Days of the Effective Date, Purchaser hereby agrees will deliver to deposit Title Houston Holdings, 0000 Xxx Xxxxxx, Suite 1020, Houston, TX 77063, Attention: Ms. Xxxxx Xxxxxxx (the “Title Company”), as escrow agent, Five Hundred Thousand and No/100 DOLLARS ($500,000.00) (by Immediately Available Funds) as xxxxxxx money (the "“Initial Xxxxxxx Money"”), which the Title Company will deposit and hold in an interest bearing account. If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 3, then this Agreement shall be null and void, and neither party shall have any right or obligation hereunder. In addition, if this Agreement is not terminated pursuant to the provisions of Section 5(b) via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxor otherwise, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following Business Days after the date Purchaser receives this Agreement signed by Seller, and end of the OTA (as defined in Section 10(1) of this Agreement) signed by Former OperatorInspection Period, Purchaser shall will deposit with the sum of Thirty-Six Thousand Title Company (by Immediately Available Funds) an additional One Million and 00/100 No/100 DOLLARS ($36,000.001,000,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated“Additional Xxxxxxx Money”), Purchaser shall which the Title Company will deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement hold in the form attached hereto as Exhibit "D"an interest bearing account. If Purchaser terminates does not timely deliver the Additional Xxxxxxx Money as provided in this Section 3, then this Agreement (a) as a result of Seller's breach of shall be null and void, and neither party shall have any provision right or obligation under this Agreement. For the purpose of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of term “Xxxxxxx Money” shall include the conditions precedent set forth in Section 10 have not been satisfiedInitial Xxxxxxx Money, the Additional Xxxxxxx Money, if paid, the Extension Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreementas defined below), if paid, and any interest earned thereon. If the transaction contemplated under by this Agreement fails is closed, then the Xxxxxxx Money will be applied toward payment of the Purchase Price to close for any reason other than be paid at Closing. If the reasons set forth in transaction is not closed, then the preceding sentence, the Escrow Agent shall Title Company will disburse the Xxxxxxx Money in accordance with the provisions of this Agreement. Notwithstanding the foregoing or anything to Seller. Upon Closing the contrary contained herein, One Hundred and 00/100 Dollars ($100.00) (the “Independent Consideration”) of the transaction contemplated under this Agreement (the "Transaction"), the Initial Xxxxxxx Money shall be released to Seller after Title Company’s receipt of the Initial Xxxxxxx Money (which Purchaser hereby authorizes and directs the Title Company to release). The Independent Consideration shall be nonrefundable to Purchaser but shall be applied against to the Purchase PricePrice if the transaction contemplated by this Agreement is closed. The Independent Consideration is being paid by Purchaser to Seller in consideration of Seller’s agreement to the terms and provisions of this Agreement, including, without limitation, the limited termination rights herein provided. The Independent Consideration is independent of any other consideration provided in this Agreement and shall be retained by Seller in all events. Further, Seller will use commercially reasonable efforts to cause Underwriter (as hereinafter defined) to execute and deliver to Purchaser, prior to that date which is two (2) Business Days prior to the expiration of the Inspection Period (defined below), a closing service letter or insured closing letter in written form reasonably satisfactory to Purchaser with respect to funds deposited by Purchaser with the Title Company.

Xxxxxxx Money. Simultaneously with the execution and delivery of this Agreement, Purchaser hereby agrees to deposit xxxxxxx money is depositing with Commonwealth Land Title Company (the "“Escrow Holder”), having its office at 000 X. Xxxxxxxx Street, Suite 2100, Los Angeles, California 90017, Attention: Xxxxxxx Money"Xxxxxx, the sum of One Million and No/100 Dollars ($1,000,000.00) via (the “First Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. If Purchaser does not exercise the right to terminate this Agreement in accordance with Section 2.3 or Section 3.2 hereof, Purchaser shall, on or before the first (1st) business day following the expiration of the Inspection Period (as such term is defined in Section 3.1 hereof), deposit with the Escrow Holder the additional sum of Four Million and No/100 Dollars ($4,000,000.00) (the “Second Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer (as an additional deposit under this Agreement. The Escrow Holder shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the wire transfer terms and conditions hereof and any supplementary instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (executed by the "Escrow Agent") as follows: (a) within two (2) business days following parties pursuant to the date Purchaser receives this Agreement signed by Seller, provisions of Section 1.8 hereof. The First Deposit and the OTA (Second Deposit, together with all interest earned on such sums, are herein referred to collectively as defined the “Xxxxxxx Money.” All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in Section 10(1) accordance with the terms of this Agreement) signed by Former Operator, Purchaser shall deposit . Upon the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any expiration of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Second Deposit to the Escrow Holder within five (5) days the time period specified above, this Agreement shall, at the option of Purchaser's Seller, terminate automatically and, in such event, Escrow Holder shall deliver the Xxxxxxx Money to Seller promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Time is of the transaction contemplated essence for the delivery of Xxxxxxx Money under this Agreement Agreement; provided that, if Purchaser does not timely deposit the Second Deposit, Seller shall deliver written notice to Purchaser regarding Purchaser’s failure to so deposit. If Purchaser fails to close for any reason other than deposit the reasons set forth in the preceding sentenceSecond Deposit within one (1) business day following receipt of such notice, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing Seller may terminate this Agreement notwithstanding Purchaser’s delivery of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceApproval Notice.

Xxxxxxx Money. Not later than one business day after the Effective Date, Purchaser hereby agrees to shall deposit xxxxxxx money with Commonwealth Land Title Insurance Company (the "“Escrow Company”), having its office at 0000 Xxxxxxx Money"Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Attention: Xxx Xxxxx the sum of Two Million Dollars ($2,000,000.00) via (the “First Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. If Purchaser does not exercise the right to terminate this Agreement in accordance with Section 2.3 or Section 3.2 hereof, Purchaser shall, no later than one business day after expiration of the Inspection Period (as such term is defined in Section 3.1 hereof), deposit with the Escrow Company the additional sum of Six Million Dollars ($6,000,000.00) (the “Second Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer as an additional deposit under this Agreement. The Escrow Company shall hold the First Deposit, the Second Deposit and the Extension Deposit (if and when made, and as such term is defined in Section 4.1 below) in an interest-bearing account in accordance with the wire transfer terms and conditions hereof and any supplementary instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxexecuted by the parties pursuant to the provisions of Section 1.8 hereof. The First Deposit, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, Second Deposit and the OTA Extension Deposit (if and when made), together with all interest earned on such sums, are herein referred to collectively as defined the “Xxxxxxx Money.” All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in Section 10(1) accordance with the terms of this Agreement) signed by Former Operator, Purchaser shall deposit . Upon the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any expiration of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Second Deposit to the Escrow Company within five (5) days of Purchaser's the time period specified above, this Agreement shall terminate automatically and, in such event, Escrow Company shall deliver the Xxxxxxx Money to Purchaser promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Time is of the transaction contemplated essence for the delivery of Xxxxxxx Money under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. Not later than two Business Days after the Effective Date, Purchaser hereby agrees shall deliver to deposit First American Title Insurance Company, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention Xxxx Xxxxxxx, phone: 000-000-0000, fax: 000-000-0000, E-mail: xxxxxxxx@xxxxxxx.xxx, the "Title Company"), as escrow agent, $385,000.00 (by wire transfer of Immediately Available Funds), as xxxxxxx money ("Initial Xxxxxxx Money"). Unless Purchaser has elected to terminate this Contract, then not later than one Business Day after the expiration of the Feasibility Period (defined below), Purchaser shall deliver to Title Company an additional amount equal to $385,000.00 (by Immediately Available Funds) as additional xxxxxxx money ("Additional Xxxxxxx Money"). Notwithstanding anything to the contrary in this Contract, upon deposit by Purchaser, the amount of $100,000.00 of the Initial Xxxxxxx shall be nonrefundable (the "Nonrefundable Deposit"), except as expressly provided in this Agreement. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money, to the extent delivered by Purchaser, and, if and when made, the Extension Deposit (defined below) together with any interest earned on any of the foregoing, are collectively referred to as the "Xxxxxxx Money") via wire transfer (." If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 4, this Contract shall be null and void, and neither party shall have any right or obligation hereunder. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 4 and Purchaser has not otherwise terminated this Contract in accordance with its terms prior to the wire transfer instructions attached hereto as Exhibit "C") with expiration of the Feasibility Period, such failure shall constitute a default by Purchaser under this Contract. The Xxxxxxx X. Xxxxxx, Xxxxxx Money shall be invested in an interest-bearing account at one or more federally insured national banking institutions reasonably Purchase and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Sale Agreement signed 15233094_2 3 approved by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver provided Purchaser satisfies the escrow agreement Title Company's requirements with respect thereto. In the event the transaction contemplated by this Contract is closed, at Purchaser's option, the Xxxxxxx Money will be either applied in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any payment of the conditions set forth in Section 6 hereof Sales Price to be satisfied by Seller thereunder paid at Closing or (c) because any of refunded to Purchaser. In the conditions precedent set forth in Section 10 have event the transaction is not been satisfiedclosed, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination disbursed in accordance with the provisions of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceContract.

Xxxxxxx Money. 2.1. Purchaser hereby agrees to deposit shall make a Sixty Thousand Dollar ($60,000.00) initial xxxxxxx money deposit (the "“Initial Xxxxxxx Money"Money Deposit”) via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for paid to Chicago Title Insurance Company (“Title Company”), 0000 Xxxxxx Xxxxx Xxxxas escrowee, Xxxxx 000upon execution of this Contract. The Initial Xxxxxxx Money Deposit shall be non-refundable; however, Xxxxxxx, Xxxxxxx 00000 it shall be credited towards the Purchase Price at Closing or forfeited to the Seller as provided Section 4.A herein. 2.2. Within five (the "Escrow Agent") as follows: (a) within two (25) business days following of voter approval of the date Purchaser receives this Agreement signed by Seller, and the OTA (Bond Referendum as defined set forth in Section 10(1) of this Agreement) signed by Former Operator4.B.1 herein, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the an additional sum of Forty ­five Thirty Thousand Dollars ($45,00030,000.00) (“Additional Xxxxxxx Money Deposit #1”). The Additional Xxxxxxx Money Deposit #1 shall be non-refundable and shall be credited towards the Purchase Price at Closing or forfeited to the Seller as provided Section 4.A herein. 2.3. In the event Purchaser’s successful financing of the bond(s) as set forth in 4.B.2 herein is not completed by May 31, 2020, and Purchaser opts to continue with the purchase, Purchaser shall pay directly to Seller a fee of Thirty Thousand Dollars ($30,000.00) (“Contract Extension Fee #1”). The Contract Extension Fee #1 shall be non-refundable and shall not be credited towards the Purchase Price. Notwithstanding the foregoing, if Purchaser, Seller is unable or unwilling to complete the Bond Financing set forth in 4.B.2, then Purchaser may terminate this Contract and Escrow Agent amounts of Xxxxxxx Money on deposit with the Title Company shall execute be tendered to the Seller. 2.4. In the event Purchaser’s acquisition and deliver successful closing on Lot 102 as set forth in 4.B.4 herein, is not completed by July 20, 2020, Purchaser may extend the escrow agreement in Condition period until August 14, 2020, with a direction payment of Thirty Thousand Dollars ($30,000.00) (“Contract Extension Fee #3”). Contract Extension Fee #3 shall be non-refundable and shall not be credited towards the form attached hereto as Exhibit "D"Purchase Price. If Purchaser terminates this Agreement (a) In the event that Purchaser’s extension of the Condition period until August 14, 2020 is as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any the failures of the conditions seller of Xxx 000, Xxxxxxxxx shall articulate such failure in written Notice to the Seller and shall not be required to make the Contract Extension Fee #3 payment provided in this Section 2.4. Notwithstanding the foregoing, if Purchaser, is unable or unwilling to complete the Lot 102 purchase, then Purchaser may terminate this Contract and amounts of Xxxxxxx Money on deposit with the Title Company shall be tendered to the Seller 2.5. In the event Purchaser has not successfully completed re-zoning of the Subject Property for “recreational use” as set forth in Section 6 hereof 4.B.3 herein by July 6, 2020, and Purchaser opts to be satisfied by continue with the purchase, Purchaser shall pay directly to Seller thereunder or a fee of Thirty Thousand Dollars (c$30,000.00) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money (“Contract Extension Fee #2”). Contract Extension Fee #2 shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent non-refundable and shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall not be applied against credited toward the Purchase Price. Notwithstanding the foregoing, if Purchaser is unable or unwilling to complete the re-zoning, then Purchaser may terminate this Contract and amounts of Xxxxxxx Money on deposit with the Title Company shall be tendered to the Seller. 2.6. Any and all Xxxxxxx Money deposits set forth herein shall be held by Chicago Title, as escrowee, under its Standard form of Strict Joint Order Escrow to be disbursed pursuant to the terms of this Contract.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within Within two (2) business days following after the date Purchaser receives of execution of this Agreement signed by Seller, both Seller and Purchaser (or the OTA latest of such dates if the dates are different) (as defined in Section 10(1) the latest date of this Agreement) signed by Former Operator, Purchaser shall deposit execution being the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the "Effective Date (unless this Agreement has been terminatedDate"), Purchaser shall deposit the additional sum of Forty ­five Two Hundred Fifty Thousand and No/100 US Dollars ($45,000250,000.00) with the Title Company (which, together with any interest earned thereon, and additions thereto, is herein referred to as the "INITIAL XXXXXXX MONEY"). Purchaser; and, Seller and Escrow Agent shall execute and deliver if Purchaser fails to deposit the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates Initial Xxxxxxx Money by such date, this Agreement shall be deemed null and void. In addition to the Initial Xxxxxxx Money, Purchaser shall deposit with the Title Company on the date which is one (a1) as a result business day after the expiration of Seller's breach of any provision the Due Diligence Deadline (if this Agreement then remains in effect), an additional Two Hundred Fifty Thousand and No/100 US Dollars ($250,000) (the "ADDITIONAL XXXXXXX MONEY"); and, if Purchaser fails to deposit the Additional Xxxxxxx Money by such date, Purchaser shall be deemed to be in default of this Agreement, this Agreement shall then immediately terminate, and the Initial Xxxxxxx Money Deposit shall be deemed forfeited by Purchaser and earned by and paid to Seller as liquidated damages. The Initial Xxxxxxx Money, the Additional Xxxxxxx Money, and, if deposited, the Second Additional Xxxxxxx Money (bas hereinafter defined) because of (collectively the "XXXXXXX MONEY") shall be held by the Title Company in accordance with the terms hereof and invested in an interest bearing account reasonably acceptable to Purchaser. If this Agreement is terminated prior to Closing due to Purchaser's default hereunder, the Xxxxxxx Money, together with any interest earned thereon, shall be paid to Seller as liquidated damages and as Seller's failure to satisfy any of the conditions sole and exclusive remedy except as set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of 13 below. If the conditions precedent set forth in Section 10 have not been satisfiedClosing occurs hereunder, the Xxxxxxx Money Money, together with any interest earned thereon, shall be returned paid to Purchaser within five (5) days of Purchaser's termination of this AgreementSeller and credited against the Purchase Price. If the transaction contemplated under this Agreement fails to close Closing does not occur hereunder for any reason other than Purchaser's default hereunder, the reasons set forth Xxxxxxx Money, together with any interest earned thereon, shall be refunded to Purchaser. In the event either party improperly and unreasonably refuses to cooperate in good faith in the preceding sentencerelease of the Xxxxxxx Money, then the Escrow Agent party at fault shall disburse be liable for and pay all of the other party's costs, expenses, attorneys' fees, and litigation costs (including appeals) incurred to obtain the Xxxxxxx Money, together with an amount equal to eighteen percent (18%) per annum on the entire balance of the Xxxxxxx Money to Seller. Upon Closing withheld from the date of such refusal until the transaction contemplated under this Agreement (the "Transaction"), date the Xxxxxxx Money is available for immediate receipt by the party entitled thereto. The obligations under the immediately preceding sentence shall be applied against survive the Purchase Pricetermination of this Agreement.

Xxxxxxx Money. (i) Prior to the date of this Agreement, Purchaser hereby agrees to and Seller entered into that certain letter of intent (the "Letter of Intent") dated February 5, 1999, accepted by Purchaser on February 8, 1999 and accepted by Seller on February 8, 1999. Unless Purchaser terminates this Agreement on or before the end of the Inspection Period in accordance with and as provided in Section 8(A) below, Purchaser shall deposit xxxxxxx money in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) (together with any interest accrued thereon, net of investment costs, if any, the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance CompanyCompany in Chicago, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 Illinois (the "Escrow AgentEscrowee") as follows: (a) within two (2) business days following after the date Purchaser receives this Agreement signed by Sellerexpiration of the Inspection Period (defined hereafter). To direct the Escrowee as to the retention, investment and disbursement of the OTA Xxxxxxx Money (as defined below in this Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated2(A)(i)), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the Escrowee entered into that certain joint order escrow agreement in (as amended, the form "Joint Order Escrow Agreement"), a copy of which is attached hereto as Exhibit "D"EXHIBIT D. The Xxxxxxx Money shall be invested as Purchaser so directs pursuant to the terms and provisions of the Joint Order Escrow Agreement. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number and shall be credited against the Purchase Price at Closing. (ii) If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision the transaction closes in accordance with the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than due to a default on the reasons set forth part of Purchaser and Seller is not otherwise in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")material default hereunder, the Xxxxxxx Money shall be applied against delivered by Escrowee to Seller, as liquidated and agreed upon damages as more particularly provided in Section 7(B) below. If the Purchase Pricetransaction fails to close due to a default on the part of Seller and Purchaser is not otherwise in material default hereunder, Purchaser shall have the remedies provided for in Section 7(A) below and, in the event that Purchaser elects or is deemed to have elected option (x) in Section 7(A) below, the Xxxxxxx Money shall be delivered by Escrowee to Purchaser.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money The sum of Five Thousand Dollars ($5,000.00) (the "“Initial Xxxxxxx Money"” or “Deposit” or “Xxxxxxx Money Deposit”) via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx shall be delivered to McGraw Xxxxx Xxxxxxxxx PA, Attn: Xxx X. XxXxxx, Address 00 XX 0xx Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, XxxxxxxXxxxx, Xxxxxxx 00000 00000; Phone 000-000-0000; (the "“Escrow Agent") as follows: (a) within two (2) business days following ”), simultaneously with the date Purchaser receives submittal of this signed Agreement signed by SellerXxxxx and shall remain fully open for Seller to accept the same until November 14, 2024, and shall be held by said Xxxxxx Agent under the OTA (as defined in Section 10(1) terms and conditions of this Agreement) signed by Former Operator, Purchaser to be applied to the Purchase Price payable at Closing. SHOULD THIS CONTRACT BE ACCEPTED BY THE SCHOOL BOARD OF MARION COUNTY, FLORIDA (“SCHOOL BOARD”), THE EFFECTIVE DATE SHALL BE THE DATE ON WHICH THE SCHOOL BOARD PROVIDES A FULLY EXECUTED AGREEMENT TO BUYER ON OR BEFORE November 14, 2024. Should the Buyer fail to terminate this Agreement during the Due Diligence Period, as defined hereinbelow, the Buyer shall deposit the sum an additional non-refundable deposit of ThirtyTwenty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Five Thousand Dollars ($45,000). Purchaser25,000.00) (the “Additional Deposit”, Seller and Escrow Agent shall execute and deliver together with the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Initial Xxxxxxx Money shall be returned to Purchaser within five (5the “Total Deposit” or “Deposit”)) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, with the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing within three (3) business days of the transaction contemplated under this Agreement (Due Diligence Period ending. Said Additional Deposit and the "Transaction"), Initial Deposit shall be immediately released to Seller upon clearance of the Xxxxxxx Money Additional Deposit by Escrow Agent and shall be applied against to the Purchase PricePrice at Closing.

Xxxxxxx Money. Within one (1) business day following the full execution and delivery of this Agreement, Purchaser hereby agrees to shall deposit xxxxxxx money with Fidelity National Title Company (the "“Title Company”), having its office at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Money"Xxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx Xxxx, (000) via 000-0000, the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “First Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. If Purchaser does not exercise the right to terminate this Agreement in accordance with Section 3.2 hereof, Purchaser shall, on or before the last day of the Inspection Period, deposit with the Title Company the additional sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Second Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer as an additional deposit under this Agreement. In the event that Purchaser shall timely exercise the Extension Option (as such term is defined in Section 4.1 hereof), Purchaser shall, within one (1) business day following such exercise, deposit with the Title Company the additional sum of One Million and No/100 Dollars ($1,000,000.00) (the “Extension Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer, as an additional deposit under this Agreement. The Title Company shall hold the First Deposit, the Second Deposit and, if applicable, the Extension Deposit, in an interest-bearing account in accordance with the wire transfer terms and conditions hereof and any supplementary instructions attached hereto executed by the parties pursuant to the provisions of Section 10.24.1 hereof. The First Deposit, the Second Deposit and, if applicable, the Extension Deposit, together with all interest earned on such sums, are herein referred to collectively as Exhibit "C") the “Xxxxxxx Money.” All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in accordance with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) terms of this Agreement) signed by Former Operator, Purchaser shall deposit . Upon the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any expiration of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Second Deposit to the Title Company within five (5) days the time period specified above, this Agreement shall, at the option of Purchaser's Seller, terminate automatically and, in such event, Title Company shall deliver the Xxxxxxx Money to Purchaser promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Time is of the transaction contemplated essence for the delivery of Xxxxxxx Money under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. Within one (1) business day after the execution and delivery of this Agreement by Seller and Purchaser, Purchaser hereby agrees to shall deposit xxxxxxx money with Chicago Title Insurance Company (the "Xxxxxxx Money"“Escrow Agent”), having its office at 000 Xxxx Xxxxxx, Xxxxx 0000X, Xxxxxxx, Xxxxx 00000, Attention: Xxxx Xxxxxxxx, the sum of Fifty Thousand Dollars ($50,000) via (the “First Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. If Purchaser does not exercise the right to terminate this Agreement in accordance with Section 2.3 or Section 3.2 hereof, Purchaser shall, on or before the last date of the Inspection Period (as such term is defined in Section 3.1 hereof), deposit with the Escrow Agent the additional sum of Fifty Thousand Dollars ($50,000) (the “Second Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer (as an additional deposit under this Agreement. The Escrow Agent shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx terms and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) conditions of this Agreement) signed by Former Operator. The First Deposit and the Second Deposit, together with all interest earned on such sums, are herein referred to collectively as the “Xxxxxxx Money.” All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in accordance with the terms of this Agreement. If Purchaser shall deposit fails to deliver the sum of Thirty-Six Thousand and 00/100 ($36,000.00) DollarsSecond Deposit to the Escrow Agent within the time period specified above, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated)shall terminate automatically on the last day of the Inspection Period, Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in Xxxxxxx Money to Seller promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of extent that any provision right, obligation or liability set forth herein expressly survives termination of this Agreement, (b) because of Seller's failure to satisfy any . Time is of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any essence for the delivery of Xxxxxxx Money under this Agreement. After the expiration of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned become non-refundable to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons unless otherwise expressly set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within Not later than two (2) business days following after the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former OperatorEffective Date, Purchaser shall deposit with Xxxxxxx Title Guaranty Company (the “Title Company”), having its office at 000 Xxxx Xxxxx Xxxxxx, Suite 611, Baltimore, Maryland 21202, Attention: Xxxx Xxxxxx, Telephone: (000) 000-0000 x0000, the sum of Thirty-Six Three Million Seventy Seven Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Five Hundred Dollars ($45,000)3,077,500) (the “Xxxxxxx Money”) in good funds, by federal wire transfer. Purchaser, Seller The Title Company shall hold the Xxxxxxx Money in an interest-bearing account in accordance with the terms and Escrow Agent conditions hereof and any supplementary instructions executed by the parties pursuant to the provisions of Section 1.6 hereof. All interest accruing on such sums shall execute become a part of the Xxxxxxx Money and deliver shall be distributed as Xxxxxxx Money in accordance with the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision terms of this Agreement, (b) because of Seller's failure to satisfy any . Upon the expiration of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedDiligence Period, the Xxxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Xxxxxxx Money to the Title Company within five (5) days of Purchaser's the time period specified above, Sellers may terminate this Agreement upon written notice thereof to Purchaser and, in such event, neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence; provided, the Escrow Agent however, that if Purchaser shall disburse have deposited the Xxxxxxx Money with the Title Company before Sellers have exercised such termination right, Sellers shall be deemed to Sellerhave waived such right. Upon Closing Time is of the transaction contemplated essence for delivery of the Xxxxxxx Money under this Agreement. If Purchaser elects to terminate this Agreement pursuant to any right granted to Purchaser herein, and is entitled to receive a return of the Xxxxxxx Money pursuant to the terms hereof, the Title Company shall first disburse to Sellers One Hundred and No/100 Dollars ($100.00) as independent consideration for Sellers’ performance under this Agreement (the "Transaction"“Independent Consideration”), the Xxxxxxx Money which shall be applied against the Purchase Priceretained by Sellers in all instances.

Xxxxxxx Money. Purchaser hereby agrees shall deliver to deposit LandAmerica, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx, 00000, Attn: Xxxxxxxx Mesh (“Title Company”), within three (3) business days after the date a fully-executed copy of this Agreement is delivered to the Title Company by Seller and Purchaser, an xxxxxxx money deposit (the "Xxxxxxx Money"“Initial Deposit”) via wire transfer in the amount of Seventy Five Thousand and no/100 Dollars (in accordance with $75,000.00). In the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxevent Purchaser does not elect to terminate this Agreement pursuant to the terms of Section 4.1.1 below, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 then within three (the "Escrow Agent") as follows: (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminatedbelow), Purchaser shall make an additional xxxxxxx money deposit (the additional sum “Additional Deposit”) in the amount of Forty ­five Seventy Five Thousand and no/100 Dollars ($45,000)75,000.00) with the Title Company. PurchaserThe Initial Deposit, together with the Additional Deposit, if and when made, and together with all interest accrued thereon, is herein collectively called the “Xxxxxxx Money”. The Initial Deposit and the Additional Deposit, if and when made, shall be invested by the Title Company in an FDIC-insured, interest-bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated , and neither party hereto shall have any further obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Not later than two Business Days after the Effective Date, Purchaser hereby agrees shall deliver to deposit First American Title Insurance Company, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention Xxxx Xxxxxxx, phone: 000-000-0000, fax: 000-000-0000, E-mail: xxxxxxxx@xxxxxxx.xxx, the "Title Company"), as escrow agent, $326,000.00 (by wire transfer of Immediately Available Funds), as xxxxxxx money ("Initial Xxxxxxx Money"). Unless Purchaser has elected to terminate this Contract, then not later than one Business Day after the expiration of the Feasibility Period (defined below), Purchaser shall deliver to Title Company an additional amount equal to $326,000.00 (by Immediately Available Funds) as additional xxxxxxx money ("Additional Xxxxxxx Money"). Notwithstanding anything to the contrary in this Contract, upon deposit by Purchaser, the amount of $100,000.00 of the Initial Xxxxxxx shall be nonrefundable (the "Nonrefundable Deposit"), except as expressly provided in this Agreement. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money, to the extent delivered by Purchaser, and, if and when made, the Extension Deposit (defined below) together with any interest earned on any of the foregoing, are collectively referred to as the "Xxxxxxx Money") via wire transfer (." If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 4, this Contract shall be null and void, and neither party shall have any right or obligation hereunder. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 4 and Purchaser has not otherwise terminated this Contract in accordance with its terms prior to the wire transfer instructions attached hereto as Exhibit "C") with expiration of the Feasibility Period, such failure shall constitute a default by Purchaser under this Contract. The Xxxxxxx X. Xxxxxx, Xxxxxx Money shall be invested in an interest-bearing account at one or more federally insured national banking institutions reasonably Purchase and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed Sale Agreement15233083_2 3 approved by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver provided Purchaser satisfies the escrow agreement Title Company's requirements with respect thereto. In the event the transaction contemplated by this Contract is closed, at Purchaser's option, the Xxxxxxx Money will be either applied in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any payment of the conditions set forth in Section 6 hereof Sales Price to be satisfied by Seller thereunder paid at Closing or (c) because any of refunded to Purchaser. In the conditions precedent set forth in Section 10 have event the transaction is not been satisfiedclosed, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination disbursed in accordance with the provisions of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceContract.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within Within two (2) business days following of the date Purchaser receives execution of this Agreement signed of the last of Seller and Purchaser, Purchaser is depositing with Chicago Title Insurance Company (the “Title Company”), having its office at 00000 XX 00xx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: Xxxx X. Xxxxxxxx (Phone 000-000-0000, Xxxx.Xxxxxxxxx@xxx.xxx) (the “Escrow Agent”), the sum of TWO HUNDRED FIFTY THOUSAND Dollars ($250,000) (the “First Deposit”) in good funds, either by Sellercertified bank or cashier’s check or by federal wire transfer. If Purchaser does not exercise the right to terminate this Agreement in accordance with Section 2.3 or Section 3.2 hereof, and Purchaser shall, on or before the OTA last date of the Inspection Period (as such term is defined in Section 10(13.1 hereof), deposit with the Escrow Agent the additional sum of SEVEN HUNDRED FIFTY THOUSAND Dollars ($750,000) of (the “Second Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer as an additional deposit under this Agreement) signed by Former Operator. If Purchaser has not elected to terminate this Agreement in accordance with Section 2.3 or Section 3.2 hereof and exercises it right to extend the Closing Date as provided in Section 4.1, Purchaser shall deposit with the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit Escrow Agent the additional sum of Forty ­five Thousand Dollars ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($45,000150,000.00) in good funds, either by certified bank or cashier’s check or by federal wire transfer (the “Third Deposit”). PurchaserUpon receipt of a W-9 (which Purchaser agrees to deliver to the Escrow Agent concurrently with the delivery of the First Deposit), Seller and the Escrow Agent shall execute hold the First Deposit, the Second Deposit and, if applicable, the Third Deposit in an interest-bearing account in accordance with the terms and deliver conditions of this Agreement. The First Deposit, the escrow agreement Second Deposit and, if applicable, the Third Deposit together with all interest earned on such sums, are herein referred to collectively as the “Xxxxxxx Money.” All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in accordance with the form attached hereto as Exhibit "D"terms of this Agreement. If Purchaser terminates fails to deliver the Second Deposit to the Escrow Agent within the time period specified above, this Agreement (a) as a result shall terminate automatically on the last day of Seller's breach of the Inspection Period, Escrow Agent shall deliver the Xxxxxxx Money to Seller promptly thereafter and neither party shall have any provision further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement, (b) because of Seller's failure to satisfy any . Time is of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any essence for the delivery of Xxxxxxx Money under this Agreement. After the expiration of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned become non-refundable to Purchaser within five (5) days of Purchaser's termination of unless otherwise expressly set forth in this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the The Xxxxxxx Money shall be applied against to the Purchase PricePrice at Closing unless otherwise set forth herein.

Xxxxxxx Money. Within two (2) business days after the Effective Date, Purchaser hereby agrees shall deliver to deposit xxxxxxx money Title Guaranty Escrow Services, Inc., attention Xxxxxx Xxxxxxxxx, as escrow agent for Title Insurer (as hereinafter defined) (“Escrow Agent”), an amount equal to One Million and No/100 Dollars ($1,000,000.00) in immediately available funds (the "“Initial Xxxxxxx Money"”). If Purchaser delivers Notice of Acceptance (as hereinafter defined) via wire transfer pursuant to Section 8.1 below, then Purchaser shall deliver to Escrow Agent an additional amount equal to One Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($1,625,000.00) in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 immediately available funds (the "Escrow Agent") as follows: (a“Additional Xxxxxxx Money”) within two (2) business days following day after the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA Due Diligence Period (as defined in Section 10(18.1), so that the total xxxxxxx money deposit held by Escrow Agent (exclusive of interest earned thereon) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirtyequal Two Million Six Hundred Twenty-Six Five Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand No/100 Dollars ($45,0002,625,000.00). PurchaserThe Initial Xxxxxxx Money and the Additional Xxxxxxx Money, Seller to the extent deposited, together with any interest earned thereon and Escrow Agent shall execute and deliver the escrow agreement net of investment costs, are referred to in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result the “Xxxxxxx Money.” The Xxxxxxx Money shall be invested as Purchaser directs. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser’s federal tax identification number. Except as expressly set forth herein to the contrary, the Xxxxxxx Money shall become nonrefundable upon the expiration of Seller's breach the Due Diligence Period if Purchaser delivers Notice of any provision Acceptance pursuant to Section 8.1 on or before the expiration of this Agreementthe Due Diligence Period. Notwithstanding the prior sentence, (b) if the transaction fails to close because of Seller's ’s default under this Agreement and Purchaser elects to terminate this Agreement pursuant to Section 7.1, or if the transaction fails to close due to failure of a condition precedent to satisfy any of the conditions set forth in Section 6 hereof Purchaser’s obligations to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedclose, then the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under closes in accordance with the terms of this Agreement fails to close for any reason other than the reasons set forth in the preceding sentenceAgreement, the then Escrow Agent shall disburse deliver the Xxxxxxx Money to SellerSeller at Closing as payment toward the Purchase Price. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), The parties shall promptly direct Escrow Agent to deliver the Xxxxxxx Money shall be applied against the Purchase Pricein accordance with this Agreement.

Xxxxxxx Money. Purchaser hereby agrees Within two (2) Business Days (as hereinafter defined) of the Effective Date, Buyer shall deliver to deposit Chicago Title Insurance Corporation, 0000 Xxxxx Xxxxxx, Suite 1700, Dallas, TX 75201-3005, Attention: Xxxxx Xxxxxx (Phone: (000) 000-0000; email: XxxxxxX@xxx.xxx, the "Title Company"), as escrow agent, TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000,00) (by Immediately Available Funds) as xxxxxxx money (the "Initial Xxxxxxx Money"), which funds shall be deposited and held by the Title Company in an interest bearing account, and Buyer shall provide such information, including its federal identification number, as is necessary to establish such account. Unless Buyer has terminated this Contract, prior to the expiration of the Feasibility Period (as hereinafter defined), Buyer shall place into escrow with the Title Company an additional amount equal to SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00) via wire transfer as additional xxxxxxx money ("Additional Xxxxxxx Money"). To the extent delivered by Buyer, the Xxxxxxx Money and the Additional Xxxxxxx Money, together with any interest thereon are collectively referred to as the "Xxxxxxx Money." If Buyer does not timely deliver the Initial Xxxxxxx Money as provided in this Section 3, this Contract shall be null and void, and neither party shall have any rights or obligations hereunder. If Buyer has not otherwise terminated this Contract in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxxterms hereof, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of SellerBuyer's failure to satisfy any of timely deliver the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Additional Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreementconstitute a default by Buyer. If the transaction contemplated under by this Agreement fails Contract is closed, then the Xxxxxxx Money will be applied in payment of the Sales Price to close for any reason other than be paid at Closing. In the reasons set forth in event the preceding sentencetransaction is not closed, then the Escrow Agent Title Company shall disburse the Xxxxxxx Money to Seller. Upon Closing in accordance with the provisions of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceContract.

Xxxxxxx Money. Within two (2) Business Days following the execution of this Agreement, Purchaser hereby agrees to will deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company (the “Escrow Agent” or “Title Company”), having its office at 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxxx, the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Escrow Agent"“First Deposit”) as follows: (a) within two (2) business days following in good funds, either by certified bank or cashier’s check or by federal wire transfer. If Purchaser does not exercise the date Purchaser receives right to terminate this Agreement signed by Sellerin accordance with Section 2.3 or Section 3.2 hereof, and Purchaser shall, on or before the OTA last day of the Inspection Period (as such term is defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated3.1 hereof), Purchaser shall deposit with the Escrow Agent the additional sum of Forty ­five Two Hundred Thousand Dollars ($45,000)200,000) (the “Second Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer as an additional deposit under this Agreement. PurchaserThe Escrow Agent shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the terms and conditions of an escrow agreement entered into among Seller, Seller Purchaser and Escrow Agent shall execute and deliver simultaneously with the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision execution of this Agreement. The First Deposit and the Second Deposit, (b) because of Seller's failure together with all interest earned on such sums, are herein referred to satisfy any collectively as the “Xxxxxxx Money.” All interest accruing on such sums shall become a part of the conditions set forth Xxxxxxx Money and shall be distributed as Xxxxxxx Money in Section 6 hereof to be satisfied by Seller thereunder or (c) because any accordance with the terms of this Agreement. Upon the expiration of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Second Deposit to the Escrow Agent within five (5) days the period specified above, this Agreement shall, at the option of Purchaser's Seller, terminate automatically. Upon such termination Escrow Agent shall deliver the Xxxxxxx Money to Seller promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Time is of the transaction contemplated essence for the delivery of Xxxxxxx Money under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by 2.1.1 Seller, Purchaser and a duly authorized representative of the OTA Boston Office of LandAmerica National Commercial Services (as defined in Section 10(1“Escrowee”) of this Agreement) signed by Former Operatorshall concurrently herewith execute Xxxxxxx Money Escrow Instructions, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D", and Purchaser shall deliver to Escrowee initial xxxxxxx money (the “Initial Xxxxxxx Money”) in the sum of One Hundred Fifty Thousand and No/100ths Dollars ($150,000.00). If Purchaser terminates does not terminate this Agreement pursuant to and in accordance with Section 8.1.1 below, Purchaser shall, on or before the expiration of the Review Period (aas hereinafter defined), deposit with the Escrowee additional xxxxxxx money (the “Additional Xxxxxxx Money”) in the sum of One Hundred Fifty Thousand and No/100ths Dollars ($150,000.00). The Initial Xxxxxxx Money and, if deposited or required to be deposited with the Escrowee, the Additional Xxxxxxx Money, together with any interest earned thereon net of investment costs, are referred to in this Agreement as a result of Seller's breach of any provision the “Xxxxxxx Money”. The Xxxxxxx Money shall be invested as Seller and Purchaser so direct. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser’s federal tax identification number. 2.1.2 If the transaction closes in accordance with the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close due to a default on the part of Purchaser, Seller shall have the remedy options provided for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to SellerSection 7.2 below. Upon Closing of If the transaction contemplated under this Agreement (fails to close due to a default on the "Transaction")part of Seller, Purchaser shall have the Xxxxxxx Money shall be applied against the Purchase Priceremedy options provided for in Section 7.1 below.

Xxxxxxx Money. (i) Upon execution of this Agreement by Purchaser hereby agrees and Seller, Purchaser shall deliver to deposit Titleserv Inc., New York, New York ("Escrowee") xxxxxxx money in the sum of One Hundred Twenty-Five Thousand Dollars ($125,000.00) and within one (1) business day after expiration of the Due Diligence Period (unless Purchaser terminates this Agreement in accordance with Section 8), Purchaser shall deliver to Escrowee additional xxxxxxx money in the sum of One Hundred Twenty-Five Thousand Dollars ($125,000) (such xxxxxxx money deposits, together with any interest earned thereon net of investment costs, is referred to in this Agreement as the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent Escrowee shall execute and deliver the a joint order escrow agreement in the form of EXHIBIT F attached hereto hereto. The Xxxxxxx Money shall be invested as Exhibit "D"Seller and Purchaser so direct. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number. (ii) If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision the transaction closes in accordance with the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than due to a default on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (the "Transaction")Purchaser, the Xxxxxxx Money shall be applied against delivered by Escrowee to Seller as liquidated and agreed-upon damages in accordance with Section 7(B) below. If the Purchase Pricetransaction fails to close due to a default on the part of Seller or if this Agreement is terminated for any reason other than a default of Purchaser hereunder, the Xxxxxxx Money shall be delivered by Escrowee to Purchaser, subject to the provisions of Section 7(A) below.

Xxxxxxx Money. Not later than the second business day after the Effective Date Purchaser hereby agrees shall deposit with Chicago Title Insurance Company ("Title Company"), having an office at 00 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxxxx 00000, Attn: Xxxxx X. Xxxxxx, Resident Vice President the sum of Two Hundred Fifty Thousand and 00/100 Dollars (US$250,000) (which sum and any interest to accrue thereon are collectively, "Initial Xxxxxxx Money") in cash to be held in escrow by the Title Company in accordance with this Agreement. Not later than the second business day after the expiration of the Feasibili1y Period (hereinafter defined), Purchaser, if it has not sent a Notice of Termination (hereinafter defined) pursuant to Section 3.3, shall deposit xxxxxxx money with the Title Company the additional sum of Two Hundred Fifty Thousand (US$250,000) (which additional sum and any interest to accrue thereon are collectively, the "Final Xxxxxxx Money"; the Initial Xxxxxxx Money, together with the Final Xxxxxxx Money are collectively, the "Xxxxxxx Money") via wire transfer (). The Title Company is instructed to hold the Xxxxxxx Money in accordance an interest bearing account with a federally insured bank or similar institution acceptable to Seller and Purchaser, with all interest accruing thereon to be added to and to become a part of the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) Money. Upon consummation of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedtransaction, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreementcredited against the Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the The Xxxxxxx Money shall be applied against non-refundable, except for a refund of the Purchase PriceXxxxxxx Money following a termination of this Agreement pursuant to rights granted in Articles II, III, IV, V, VI and VII below. Purchaser's failure to deposit the Initial Xxxxxxx Money by the second business day after the Effective Date and the Final Xxxxxxx Money by the second business day after the end of the Feasibility Period shall terminate this Agreement and all rights of Purchaser hereunder, and any Xxxxxxx Money deposited by Purchaser shall be paid to Seller. However, such termination shall not relieve Purchaser of its indemnity obligations hereunder.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two Within three (23) business days following the date Effective Date, Purchaser receives shall deposit with the metropolitan Atlanta, Georgia office of Escrow Agent the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) by wire transfer of immediately available funds (the “First Deposit”). (b) If Purchaser does not elect to terminate this Agreement signed by Seller, and before the OTA Rate Lock Date (as defined in Section 10(11.8(b) of this Agreementbelow), then, within one (1) signed by Former Operatorbusiness day after the Rate Lock Date, Purchaser shall deposit with the sum above-referenced office of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit Escrow Agent the additional sum of Forty ­five Five Hundred Thousand and No/100 Dollars ($45,000)500,000.00) (the “Second Deposit”) by wire transfer of immediately available funds. The First Deposit and the Second Deposit, when and to the extent deposited, together with all interest earned thereon, are collectively referred to as “Xxxxxxx Money.” (c) If Purchaser fails to deliver any portion of the Xxxxxxx Money to the Escrow Agent within the time period or periods specified above, Purchaser shall be in default hereunder, and, until such time as the default has been cured by Purchaser, Seller shall be entitled to exercise its rights and Escrow Agent shall execute and deliver remedies under Section 6.1. (d) In any event, if Purchaser is entitled to have the escrow agreement in the form attached hereto as Exhibit "D". If Xxxxxxx Money returned to Purchaser terminates this Agreement (a) as a result of Seller's breach of pursuant to any provision of this Agreement, One Hundred Dollars (b$100.00) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall nevertheless be returned paid to Purchaser within five (5) days of Purchaser's termination of Seller as good and sufficient consideration for entering into this Agreement. If In addition, Seller acknowledges that Purchaser, in evaluating the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing Property and performing its due diligence investigation of the transaction contemplated under Property, will devote internal resources and incur expenses, and that such efforts and expenses of Purchaser also constitute good, valuable and sufficient consideration for this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money The sum of Twenty Five Thousand Dollars ($25,000.00) (the "“Initial Xxxxxxx Money"” or “Deposit” or “Xxxxxxx Money Deposit”) via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx shall be delivered to McGraw Xxxxx Xxxxxxxxx PA, Attn: Xxx X. XxXxxx, Address 00 XX 0xx Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, XxxxxxxXxxxx, Xxxxxxx 00000 00000; Phone 000- 000-0000; (the "“Escrow Agent") as follows: (a) within two (2) business days following ”), simultaneously with the date Purchaser receives submittal of this signed Agreement signed by SellerXxxxx and shall remain fully open for Seller to accept the same until November 14, 2024, and shall be held by said Escrow Agent under the OTA (as defined in Section 10(1) terms and conditions of this Agreement) signed by Former Operator, Purchaser to be applied to the Purchase Price payable at Closing. SHOULD THIS CONTRACT BE ACCEPTED BY THE SCHOOL BOARD OF MARION COUNTY, FLORIDA, THE EFFECTIVE DATE SHALL BE THE DATE ON WHICH THE SCHOOL BOARD PROVIDES A FULLY EXECUTED AGREEMENT TO BUYER ON OR BEFORE November 14, 2024. Should the Buyer fail to terminate this Agreement during the Due Diligence Period, as defined hereinbelow, the Buyer shall deposit the sum an additional non-refundable deposit of ThirtySeventy-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Five Thousand Dollars ($45,000). Purchaser75,000.00) (the “Additional Deposit”, Seller and Escrow Agent shall execute and deliver together with the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Initial Xxxxxxx Money shall be returned to Purchaser within five (5the “Total Deposit” or “Deposit”)) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, with the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing within three (3) business days of the transaction contemplated under this Agreement (Due Diligence Period ending. Said Additional Deposit and the "Transaction"), Initial Deposit shall be immediately released to Seller upon clearance of the Xxxxxxx Money Additional Deposit by Escrow Agent and shall be applied against to the Purchase PricePrice at Closing.

Xxxxxxx Money. (i) Upon the execution of this Agreement by Seller and Purchaser, Purchaser hereby agrees shall either (a) deposit in an account (the "Escrow Account") designated by the New York City office of the Title Insurer ("Escrowee") the sum of Two Million Dollars ($2,000,000) in immediately available funds, or (b) deliver to deposit xxxxxxx money Escrowee a Letter of Credit in the stated amount of Two Million Dollars ($2,000,000) (such funds, together with any interest earned thereon, net of investment costs, or such Letter of Credit, the "Xxxxxxx Money") via wire transfer (in accordance with ). Upon the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (expiration of the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA Due Diligence Date (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated13(B)), Purchaser shall either (x) deposit in the Escrow Account the additional sum of Forty ­five Thousand Thirteen Million Dollars ($45,00013,000,000) in immediately available funds, or (y) deliver to Escrowee an additional Letter of Credit in the stated amount of Thirteen Million Dollars ($13,000,000) or an amended and restated Letter of Credit in the amount of Fifteen Million Dollars ($15,000,000) (in which case, with respect to the amended and restated Letter of Credit the Escrowee shall return the original Letter of Credit to Purchaser) (such funds, together with any interest earned thereon, net of investment costs, or such Letter of Credit, the "Second Deposit"), which Second Deposit shall become part of the Xxxxxxx Money. Purchaser, Seller and Escrow Agent The Xxxxxxx Money shall execute and deliver be held by Escrowee pursuant to the escrow agreement instructions in the form attached hereto as Exhibit A (the "DXxxxxxx Money Escrow Instructions"). If Purchaser terminates this Agreement (a) as a result of Seller's breach of at any provision of this Agreement, (b) because of Seller's failure to satisfy time any portion of the conditions set forth in Section 6 hereof to be satisfied Xxxxxxx Money is not represented by Seller thereunder or (c) because any a Letter of Credit, Escrowee shall invest such portion of the conditions precedent set forth Xxxxxxx Money in Section 10 have not been satisfiedan interest-bearing savings account or short-term U.S. Treasury Bills or similar cash-equivalent securities, as directed by Purchaser and Seller. Any and all interest earned on the Xxxxxxx Money shall be returned reported to Purchaser within five (5) days of Purchaser's termination federal tax identification number and shall become part of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money Money. "Letter of Credit" shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit in a form reasonably acceptable to Seller issued or confirmed for direct payment by a financial institution acceptable to Seller. Upon Closing , that expires no later than three (3) months after the Closing, in favor of Seller entitling Seller to draw thereon based solely on a statement purportedly executed by an officer of Seller stating that it has the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Priceright to draw thereon.

Xxxxxxx Money. Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance CompanyMBL Title, 0000 Xxxxxx Xxxxx Xxxxxxx Xxxx, Xxxxx 000, XxxxxxxXxxxxx, Xxxxxxx 00000 Xxxxx 00000, Attention Xxxxxxxx Xxxxx, Senior Vice President - National Commercial Services (“Escrow Agent”), as agent for a national title underwriter acceptable to Purchaser (“Title Company”), within three (3) business days after the “Effective Date” (as defined below), an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00). In the event that Purchaser delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five Two Hundred Fifty Thousand and no/100 Dollars ($45,000250,000.00). PurchaserThe Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, is herein collectively called the “Xxxxxxx Money”. The Initial Deposit, and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated , and neither party hereto shall have any further obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money . The Deposit shall be applied against allocated between the Purchase Priceproperties comprising the Property, as set forth on Schedule “C” attached hereto and incorporated herein.

Xxxxxxx Money. (a) On or before November 29, 2004, Purchaser hereby agrees to shall deposit xxxxxxx money the sum of One Million and No/100 Dollars ($1,000,000.00) (together with all interest earned on such sums, the "Xxxxxxx MoneyINITIAL DEPOSIT") via in good funds, either by certified bank or cashier's check or by federal wire transfer transfer, with Partners Title Company (in accordance with the wire transfer instructions attached hereto as Exhibit "CESCROW AGENT") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx having its office at 000 Xxxx, Xxxxx 000000X, Xxxxxxx, Xxxxxxx 00000 (Xxxxx 00000-0000, Attention: Xxxx Xxxxxxxx. Purchaser agrees that, notwithstanding Purchaser's right to terminate this Agreement pursuant to SECTION 3.4 below, the "Escrow Agent"Initial Deposit shall be non-refundable as specified in SECTION 1.6(b) as follows: (a) hereof. In the event Purchaser does not elect to terminate this Agreement pursuant to SECTION 3.4 below, then within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA Inspection Period (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminatedbelow), Purchaser shall deposit the with Escrow Agent an additional sum of Forty ­five Five Hundred Thousand and No/100 Dollars ($45,000)500,000.00) (the "ADDITIONAL DEPOSIT") in good funds, either by certified bank or cashier's check or by federal wire transfer. (b) The Initial Deposit, the Additional Deposit (to the extent deposited by Purchaser) and all interest earned thereon are collectively referred to herein as the "Xxxxxxx Money". Upon the delivery (or required delivery) of all or any portion of the Xxxxxxx Money by Purchaser to Escrow Agent, the Xxxxxxx Money (including any portion thereof that is required to be delivered but has not been delivered by Purchaser, ) shall be fully earned by Seller and Escrow Agent non-refundable to Purchaser for any reason whatsoever, except that Purchaser shall execute and deliver be entitled to a return of the escrow agreement Xxxxxxx Money in the form attached hereto as Exhibit "D". If Purchaser terminates event that this Agreement (a) is timely terminated as a result of SellerPurchaser's breach election to terminate strictly in accordance with and pursuant to (i) SECTION 2.3(B) below, (ii) SECTION 4.8 below, (iii) SECTION 6.2 below, (iii) SECTION 7.2 below (following the occurrence of major loss or damage), or (iv) SECTION 10.26. (c) Escrow Agent shall hold the Xxxxxxx Money in an interest-bearing account in accordance with the terms and conditions of this Agreement. All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in accordance with the terms of this Agreement. Notwithstanding any provision of this AgreementAgreement to the contrary, (b) because in no event shall Seller have any responsibility or liability to Purchaser in connection with the accrual or payment of Seller's failure to satisfy interest on any portion of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or Xxxxxxx Money. (cd) because any Time is of the conditions precedent set forth in Section 10 have not been satisfied, essence for the delivery of Xxxxxxx Money under this Agreement and the failure of Purchaser to timely deliver any portion of the Xxxxxxx Money shall be returned to a material default by Purchaser within five (5) days of Purchaser's termination of under this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Within three (3) business days after the execution and delivery of this Agreement, Purchaser hereby agrees to shall deposit xxxxxxx money with Fidelity National Title Company (the "Xxxxxxx MoneyTITLE COMPANY") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx), Xxxxxx and White, as agent for Chicago Title Insurance Company, having its office at 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (Attention: Xxxxx Xxxxxxx), Xxxxxxx 00000 the sum of Five Hundred Thousand Dollars ($500,000) (the "Escrow AgentFIRST DEPOSIT") as follows: in good funds, either by certified bank or cashier's check or by federal wire transfer. If Purchaser does not exercise the right to terminate this Agreement in accordance with Section 2.3 or Section 3.2 hereof, Purchaser shall, within three (a) within two (23) business days following after the date Purchaser receives this Agreement signed by Seller, and last day of the OTA Inspection Period (as such term is defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated3.1 hereof), Purchaser shall deposit with the Title Company the additional sum of Forty ­five Five Hundred Thousand Dollars ($45,000)500,000) (the "SECOND DEPOSIT") in good funds, either by certified bank or cashier's check or by federal wire transfer as an additional deposit under this Agreement. PurchaserThe Title Company shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the terms and conditions hereof and any supplementary instructions executed by the parties pursuant to the provisions of Section 1.7 hereof. The First Deposit and the Second Deposit, Seller together with all interest earned on such sums, are herein referred to collectively as the "XXXXXXX MONEY." All interest accruing on such sums shall become a part of the Xxxxxxx Money and Escrow Agent shall execute and deliver be distributed as Xxxxxxx Money in accordance with the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision terms of this Agreement, (b) because of Seller's failure to satisfy any . Upon the expiration of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Second Deposit to the Title Company within five (5) days the time period specified above, this Agreement shall, at the option of Purchaser's Seller, terminate automatically and, in such event, Title Company shall deliver the Xxxxxxx Money to Seller promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Time is of the transaction contemplated essence for the delivery of Xxxxxxx Money under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xxxx Xxxxxx and White(“Escrow Agent”), as agent for Chicago a national title underwriter acceptable to Purchaser (“Title Insurance Company”), 0000 Xxxxxx Xxxxx Xxxxwithin three (3) business days after the “Effective Date” (as defined below), Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 an xxxxxxx money deposit (the "Escrow Agent"“Initial Deposit”) in the amount of Two Hundred Fifty Five Thousand and NO/100 Dollars ($255,000.00). In the event that Purchaser delivers the “Closing Notice” (as follows: defined in Section 4.1.1 of this Agreement) to Seller, then within three (a) within two (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional xxxxxxx money deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five Two Hundred Fifty Five Thousand and NO/100 Dollars ($45,000255,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated by Escrow Agent, and neither party hereto shall have any further rights or obligations under this Agreement fails to close except for any reason other than such obligations which by their terms expressly survive the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing termination of the transaction contemplated under this Agreement (the "Transaction"“Surviving Obligations”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Within three (3) Business Days following the execution of this Agreement, Purchaser hereby agrees to will deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company (the “Escrow Agent” or “Title Company”), having its office at 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxxx, the sum of One Hundred Thousand Dollars ($100,000) (the "Escrow Agent"“First Deposit”) as follows: (a) within two (2) business days following in good funds, either by certified bank or cashier’s check or by federal wire transfer. If Purchaser does not exercise the date Purchaser receives right to terminate this Agreement signed by Sellerin accordance with Section 2.3 or Section 3.2 hereof, and Purchaser shall, on or before the OTA last day of the Inspection Period (as such term is defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated3.1 hereof), Purchaser shall deposit with the Escrow Agent the additional sum of Forty ­five Two Hundred Thousand Dollars ($45,000)200,000) (the “Second Deposit”) in good funds, either by certified bank or cashier’s check or by federal wire transfer as an additional deposit under this Agreement. PurchaserThe Escrow Agent shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the terms and conditions of the escrow agreement, Seller the form of which is attached as Exhibit L, entered into among Seller, Purchaser and Escrow Agent shall execute and deliver simultaneously with the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision execution of this Agreement. The First Deposit, (b) because of Seller's failure the Second Deposit and, if applicable, the Third Deposit pursuant to satisfy any Section 4.1, together with all interest earned on such sums, are herein referred to collectively as the “Xxxxxxx Money.” All interest accruing on such sums shall become a part of the conditions set forth Xxxxxxx Money and shall be distributed as Xxxxxxx Money in Section 6 hereof to be satisfied by Seller thereunder or (c) because any accordance with the terms of this Agreement. Upon the expiration of the conditions precedent set forth in Section 10 have not been satisfiedInspection Period, the Xxxxxxx Money shall be returned non-refundable to Purchaser except as expressly set forth in this Agreement. If Purchaser fails to deliver the Second Deposit to the Escrow Agent within five (5) days the period specified above, this Agreement shall, at the option of Purchaser's Seller, terminate automatically. Upon such termination Escrow Agent shall deliver the Xxxxxxx Money to Seller promptly thereafter and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Time is of the transaction contemplated essence for the delivery of Xxxxxxx Money under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgreement.

Xxxxxxx Money. Not later than two Business Days after the Effective Date, Purchaser hereby agrees shall deliver to deposit First American Title Insurance Company, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention Xxxx Xxxxxxx, phone: 000-000-0000, fax: 000-000-0000, E-mail: xxxxxxxx@xxxxxxx.xxx, the "Title Company"), as escrow agent, $385,000.00 (by wire transfer of Immediately Available Funds), as xxxxxxx money ("Initial Xxxxxxx Money"). Unless Purchaser has elected to terminate this Contract, then not later than one Business Day after the expiration of the Feasibility Period (defined below), Purchaser shall deliver to Title Company an additional amount equal to $385,000.00 (by Immediately Available Funds) as additional xxxxxxx money ("Additional Xxxxxxx Money"). Notwithstanding anything to the contrary in this Contract, upon deposit by Purchaser, the amount of $100,000.00 of the Initial Xxxxxxx shall be nonrefundable (the "Nonrefundable Deposit"), except as expressly provided in this Agreement. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money, to the extent delivered by Purchaser, and, if and when made, the Extension Deposit (defined below) together with any interest earned on any of the foregoing, are collectively referred to as the "Xxxxxxx Money") via wire transfer (." If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 4, this Contract shall be null and void, and neither party shall have any right or obligation hereunder. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 4 and Purchaser has not otherwise terminated this Contract in accordance with its terms prior to the wire transfer instructions attached hereto as Exhibit "C") with expiration of the Feasibility Period, such failure shall constitute a default by Purchaser under this Contract. The Xxxxxxx X. Xxxxxx, Xxxxxx Money shall be invested in an interest-bearing account at one or more federally insured national banking institutions reasonably Purchase and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed Sale Agreement15233094_2 3 approved by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver provided Purchaser satisfies the escrow agreement Title Company's requirements with respect thereto. In the event the transaction contemplated by this Contract is closed, at Purchaser's option, the Xxxxxxx Money will be either applied in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any payment of the conditions set forth in Section 6 hereof Sales Price to be satisfied by Seller thereunder paid at Closing or (c) because any of refunded to Purchaser. In the conditions precedent set forth in Section 10 have event the transaction is not been satisfiedclosed, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination disbursed in accordance with the provisions of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceContract.

Xxxxxxx Money. Within one (1) business day after the Effective Date, Purchaser hereby agrees shall deliver to deposit xxxxxxx money Xxxxxxx Title Guaranty Company, 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn: Xxxxx Xxxxxxx (“Escrow Agent”) an amount equal to Five Hundred Thousand and No/100 Dollars ($500,000.00) (the "“Initial Xxxxxxx Money"”) via wire transfer (in accordance with to be received pursuant to the wire transfer instructions Escrow Agreement attached hereto as Exhibit "C"D. If Purchaser does not terminate this Agreement pursuant to Section 8.1 below, then Purchaser shall deliver to Escrow Agent an additional amount equal to Five Hundred Thousand and No/100 Dollars ($500,000.00) with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a“Additional Xxxxxxx Money”) within two one (21) business days following after the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA Due Diligence Period (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated8.1), Purchaser so that the total deposit held by Escrow Agent (exclusive of interest earned thereon) shall deposit the additional sum of Forty ­five Thousand equal One Million and No/100 Dollars ($45,0001,000,000.00). PurchaserThe Initial Xxxxxxx Money and the Additional Xxxxxxx Money, together with any interest earned thereon and net of investment costs, are referred to in this Agreement as the “Xxxxxxx Money.” The Xxxxxxx Money shall be invested as Seller and Escrow Agent Purchaser so direct. Any and all interest earned on the Xxxxxxx Money shall execute and deliver be reported to Purchaser’s federal tax identification number. Except as expressly set forth herein to the escrow agreement contrary, the Xxxxxxx Money shall become nonrefundable upon the expiration of the Due Diligence Period if Purchaser does not notify Seller in writing on or before the form attached hereto as Exhibit "D"expiration of the Due Diligence Period that Purchaser elects to terminate the transaction. If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this AgreementNotwithstanding the prior sentence, (b) if the transaction fails to close because of Seller's ’s default under this Agreement or failure of a condition precedent to satisfy any of the conditions set forth in Section 6 hereof Purchaser’s obligations to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedclose, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under closes in accordance with the terms of this Agreement fails to close for any reason other than the reasons set forth in the preceding sentenceAgreement, the then Escrow Agent shall disburse deliver the Xxxxxxx Money to SellerSeller at Closing as payment toward the Purchase Price. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), The parties shall promptly direct Escrow Agent to deliver the Xxxxxxx Money shall be applied against the Purchase Pricein accordance with this Agreement.

Xxxxxxx Money. Purchaser hereby agrees a. Within ten (10) days of the Effective Date, the parties shall execute an escrow agreement in form substantially as shown by Exhibit B attached hereto and incorporated herein (the “Escrow Agreement”), whereupon Buyer shall deposit (“Initial Deposit”) the sum of ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) with DHI Title Agency, Attn: Xxxxxxx Xxxxx, 0000 Xxxxx Xxxxxx Road, Suite 5350, Tysons Corner, VA 22102, Phone: 703-677- 9481, Fax: 000-000-0000, Email: XXXxxxx@xxxxxxxx.xxx (“Escrow Agent” or “Title Company”). The Escrow Agent shall deposit such cash in an escrow account with a federally insured bank, as required by the Escrow Agreement. b. Provided that Seller is not in default hereunder, if Xxxxx delivers to Seller a Notice of Suitability, as provided in Section 10 below, then no later than ten (10) days following Buyer’s issuance of Notice of Suitability, Buyer shall deposit as additional xxxxxxx money with Escrow Agent (the "“Additional Xxxxxxx Money") via wire transfer ”), the sum of FORTY NINE THOUSAND AND NO/100 DOLLARS (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "$49,000.00). The Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser Agent shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) DollarsAdditional Xxxxxxx Money in the escrow account described in Subsection 4.a above. c. The Initial Deposit, the Additional Xxxxxxx Money, any additions thereto, and (b) within forty-five (45) days following any proceeds thereof, together with all earnings thereon, shall be collectively referred to herein as the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000)“Xxxxxxx Money”. Purchaser, Seller and Escrow Agent shall hold and disburse the Xxxxxxx Money pursuant to the terms of this Contract and the Escrow Agreement. Upon the request of either Buyer or Seller, the other party shall promptly execute and deliver written instructions to the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure Escrow Agent to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, disburse the Xxxxxxx Money as required by this Contract. Buyer shall determine, at Buyer’s reasonable discretion, whether the escrow account shall be returned to Purchaser within five (5) days interest-bearing; however, any interest earned on any funds held in escrow shall be for the benefit of Purchaser's termination of this AgreementBuyer. If In the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, event the Escrow Agent shall disburse is obligated to deliver all or any portion of the Xxxxxxx Money to Seller. Upon Closing , then Escrow Agent shall first give Buyer seven (7) business days’ notice of Escrow Agent’s intention to do so. d. If Buyer fails to timely deliver any portion of the transaction contemplated under this Agreement Xxxxxxx Money (the "Transaction")i.e., the Initial Deposit or the Additional Xxxxxxx Money) as required by Subsections 4.a and 4.b above and such failure continues for a period of ten (10) days after written notice from Seller, then Seller may terminate this Contract by written notice to Buyer at any time prior to the deposit of that portion of the Xxxxxxx Money. If this Contract is so terminated, this Contract shall be deemed to have terminated as of the date that that portion of the Xxxxxxx Money was originally to have been delivered by Buyer, and there shall be no remedy hereunder to either Seller or Buyer other than the termination of this Contract. e. The Xxxxxxx Money shall be applied credited against the Purchase PricePrice payable at Closing.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Old Republic National Title Insurance Company, 0000 Xxxxxxxx Xxxxxx Xxxxx XxxxXxxxxxx, Xxxxx 000, XxxxxxxXxxxxxxx, Xxxxxxx 00000 00000, Attn: Xxxx Xxxxxxxx (the "Escrow Agent"“Title Company”), within three (3) business days after the “Effective Date” (as follows: defined below), an xxxxxxx money deposit (athe “Initial Deposit”) in the amount of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00). In the event that Purchaser delivers the “Closing Notice” (as defined in Section 4.1.1 of this Agreement) to Seller, then within two three (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with the Title Company in the amount of Forty ­five Two Hundred Fifty Thousand and no/100 Dollars ($45,000250,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. The Initial Deposit and the Additional Deposit, if made, shall be invested by the Title Company in an FDIC-insured, interest-bearing account as Purchaser shall direct upon receipt of an executed IRS Form W-9 from Purchaser. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If by the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceTitle Company.

Xxxxxxx Money. (i) Upon execution of this Agreement by Purchaser hereby agrees and Seller, Purchaser shall deliver to deposit Chicago Title and Trust Company, Chicago, Illinois ("Escrowee") xxxxxxx money in the sum of One Hundred Fifty Thousand Dollars ($150,000.00) (such xxxxxxx money deposit, together with any interest earned thereon net of investment costs, is referred to in this Agreement as the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent Escrowee shall execute and deliver the a joint order escrow agreement in the form of EXHIBIT D attached hereto hereto. The Xxxxxxx Money shall be invested as Exhibit "D"Seller and Purchaser so direct. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number. (ii) If Purchaser terminates does not terminate this Agreement pursuant to section 8.A below, Purchaser shall within one (a1) as a result business day of Seller's breach the expiration of any provision the Due Diligence Period (hereafter defined) deposit an additional One Hundred Fifty Thousand Dollars ($150,000.00) with Escrowee, which amount shall be deemed additional Xxxxxxx Money hereunder. (iii) If the transaction closes in accordance with the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than due to a default on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (the "Transaction")Purchaser, the Xxxxxxx Money shall be applied against delivered by Escrowee to Seller as liquidated and agreed- upon damages in accordance with Section 7.A below. If the Purchase Pricetransaction fails to close due to a default on the part of Seller, the Xxxxxxx Money shall be delivered by Escrowee to Purchaser, subject to the provisions of Section 7.B below.

Xxxxxxx Money. Purchaser hereby agrees shall pay $257,220.00 in Xxxxxxx Money to deposit xxxxxxx money Seller. Purchaser shall deliver to Lawyers Title Insurance Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx, Esq. (the "“Escrow Agent”), within one (1) business day after the date of this Agreement, the sum of THIRTY TWO THOUSAND ONE HUNDRED FIFTY TWO and 50/100 DOLLARS ($32,152.50) in cash (such amount, together with all interest, if any, earned thereon being referred to as the “Initial Xxxxxxx Money"”). The Initial Xxxxxxx Money shall be invested by the Escrow Agent in an account as Purchaser may direct. Seller shall have the option of terminating this Agreement if the Initial Xxxxxxx Money is not delivered to the Escrow Agent within such time. Upon the expiration of the Inspection Period as hereinafter defined, if Purchaser has not terminated this Agreement pursuant to Section 5.2(a) via wire transfer hereof, Purchaser shall deposit in cash the sum of TWO HUNDRED TWENTY FIVE THOUSAND SIXTY SEVEN and 50/100 DOLLARS ($225,067.50) (such amount, together with all interest, if any, earned thereon being referred to as the “Additional Xxxxxxx Money” and the Additional Xxxxxxx Money together with the Initial Xxxxxxx Money being hereinafter collectively referred to as the “Xxxxxxx Money”). Upon the deposit of the Additional Xxxxxxx Money, and except as otherwise set forth in this Agreement, the entire Xxxxxxx Money deposit shall become non-refundable pursuant to the terms of this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement, all Xxxxxxx Money and any interest earned thereon shall be paid to Seller and applied to the payment of the Purchase Price. If this Agreement is properly terminated prior to the end of Inspection Period or prior to the expiration of the Financing Contingency Period, or in accordance with any other express provision of this Agreement by either party in accordance with the wire transfer instructions attached terms hereof, then the Xxxxxxx Money on deposit and any interest earned thereon shall be immediately returned to Purchaser, and no party hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives shall have any further obligations under this Agreement signed by Seller, and except for the OTA (as defined obligations specified in Section 10(15.2(a) of this Agreement) signed by Former Operator, and Section 11.2. Purchaser and Seller shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and enter into with Escrow Agent shall execute and deliver the escrow agreement an Escrow Agreement in the form attached hereto as Exhibit "D". If B, with regard to the rights and obligations of Escrow Agent, Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure and Seller with regard to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceMoney.

Xxxxxxx Money. Purchaser hereby agrees to Not later than three (3) business days after the full execution of this Agreement by both parties and the parties’ deposit xxxxxxx money of a copy of such fully executed Agreement with Escrow Holder (as defined below), Buyer shall deposit in escrow (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C"“Escrow”) with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago First American Title Insurance CompanyCompany (“Escrow Holder”), National Commercial Services, 0000 Xxxxxx Xxxxx XxxxXxxxx Xxxxxx, Xxxxx 000, XxxxxxxXxx Xxxx, Xxxxxxxxxx 00000, Attn: Xxxxxx Xxxxx, Escrow Officer, a cash deposit (collectively with all interest earned thereon while in Escrow, the “Xxxxxxx 00000 Money”) in the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00). If the "condition set forth in Section 4.1 below is satisfied or waived in writing by Buyer, Buyer shall increase the Xxxxxxx Money to ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($1,800,000.00) by depositing an additional ONE MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS ($1,550,000.00) with Escrow Agent") as follows: (a) Holder within two (2) business days following after the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any last day of the conditions set forth in Section 6 hereof Inspection Period. Upon Buyer’s deposit of such additional funds with Escrow Holder, all references herein to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, “Xxxxxxx Money” shall refer to the original Xxxxxxx Money as so increased. The Xxxxxxx Money shall be returned promptly refunded to Purchaser within five (5) days Buyer in the event of Purchaser's the timely exercise of any termination right granted to Buyer in this Agreement or Buyer’s termination of this Agreement. If Agreement based on Seller’s default (and in any such event, Seller shall instruct Escrow Holder to so return the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth Xxxxxxx Money), and in the preceding sentenceabsence of any such termination shall be retained by Seller, provided that if the Escrow Agent Closing (as defined below) shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction")occur, the Xxxxxxx Money shall be applied against the Purchase Price at the Closing. Until such time as the Xxxxxxx Money is to be disbursed in accordance with this Agreement, the Xxxxxxx Money shall be held by Escrow Holder in an interest bearing account for the benefit of Buyer. At the Closing, the Xxxxxxx Money shall be applied to the Purchase Price. The Xxxxxxx Money shall constitute liquidated damages for Buyer’s default as provided in Section 2.1.2 below. At Seller’s option, Seller may deposit the Deed and any other instruments or instructions that Seller may be required to deposit in Escrow hereunder with Escrow Holder through Escrow Holder’s office at 0000-X Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attn: ______________.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within Within two (2) business days following of the date Purchaser receives Effective Date, Buyer shall deliver to the Escrow Agent the sum of THREE MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,900,000.00) (such sum, together with all interest actually earned thereon during the term of this Agreement signed by SellerAgreement, and the OTA “Initial Xxxxxxx Money Deposit”). (b) Within two (2) business days of the Construction Commencement Date (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminatedbelow), Purchaser Buyer shall deposit deliver to Escrow Agent the additional sum of Forty ­five Thousand Dollars ONE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($45,000). Purchaser1,100,000.00) (such sum, Seller and Escrow Agent shall execute and deliver together with all interest actually earned thereon during the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision term of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or “Second Xxxxxxx Money Deposit”). (c) because any of From and after the conditions precedent set forth Construction Commencement Date, Seller shall deliver to Buyer monthly status reports in accordance with Section 10 have 8(b) and Installment Notices (as defined below). Buyer shall approve or disapprove each Installment Notice within ten (10) business days following receipt thereof; provided, that, if Buyer does not been satisfiedrespond to an Installment Notice within such period, the Xxxxxxx Money then Buyer shall be returned deemed to Purchaser within five have approved such Installment Notice. Within two (52) business days after Buyer’s approval of Purchaser's termination of this Agreement. If each Installment Notice, Buyer shall deliver to Escrow Agent an amount equal to the transaction contemplated under this Agreement fails to close for any reason other than the reasons Progress Deposit Amount (as defined below) set forth in the preceding sentenceapplicable Installment Notice until such time as Buyer has deposited a total aggregate amount of deposits pursuant to this Section 3(c) in an amount equal to ONE MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,900,000.00) (such deposits, together with all interest actually earned thereon during the term of this Agreement, collectively, the Escrow Agent shall disburse the “Third Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"Deposit”), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within Within two (2) business days following the date Effective Date, Purchaser receives this Agreement signed by Sellerwill deliver to the Escrow Agent the sum of SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00) (the “First Xxxxxxx Money”). Within two (2) business days following the expiration of the Study Period, and the OTA (as defined in Section 10(1) of assuming Purchaser has not previously elected to terminate this Agreement) signed by Former Operator, Purchaser shall deposit deliver to the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit Escrow Agent the additional sum of Forty ­five Thousand Dollars FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($45,000500,000.00) (the “Second Xxxxxxx Money”‘) (the First Xxxxxxx Money and the Second Xxxxxxx Money, if any, and all interest earned thereon are hereinafter collectively referred to as the “Xxxxxxx Money”). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates fails to deliver the Second Xxxxxxx Money within such two (2) business day period, then Seller shall have the right (exercisable in its sole discretion) to terminate this Agreement by delivery of written notice to Purchaser giving Purchaser three (a3) business days after Purchaser’s receipt of such notice to deliver the Second Xxxxxxx Money to Escrow Agent. If no such termination notice is given by Seller as a result herein provided, then the Agreement shall continue in full force and effect in accordance with its terms. If Seller provides the termination notice to Purchaser and Purchaser fails to deliver the Second Xxxxxxx Money to Escrow Agent within three (3) business days after Purchaser’s receipt of Seller's breach ’s notice, the Seller and Purchaser each shall promptly instruct Escrow Agent to pay the First Xxxxxxx Money to Seller and, except under those provisions of any provision the Agreement that by their express terms survive the termination of the Agreement, shall have no further rights or obligations under this Agreement. The Xxxxxxx Money shall be invested by the Escrow Agent in short-term interest bearing accounts at banks or other financial institutions, which accounts must be insured by the Federal Deposit Insurance Corporation. All interest earned on such deposits shall belong to the party (as between Seller and Purchaser) who is entitled to receive the Xxxxxxx Money under the applicable provisions of this Agreement, (b) because of Seller's failure to satisfy any of . In the conditions set forth event the transactions contemplated herein are not closed in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of accordance with the conditions precedent set forth in Section 10 have not been satisfiedprovisions hereof, the Xxxxxxx Money shall be returned disbursed to either Seller or Purchaser within five (5) days of Purchaser's termination of as provided in this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase Price.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) Upon execution of this Agreement, the sum of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) signed shall be deposited by Former OperatorPurchaser as an xxxxxxx money deposit hereunder (the “Initial Xxxxxxx Money”), and, if this Agreement has not been terminated before the end of the Inspection Period, within three (3) days after the end of the Inspection Period, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($36,000.00150,000.00) Dollars(the “Additional Xxxxxxx Money”, and collectively with the Initial Xxxxxxx Money and the Extension Deposit (bdefined below), if any, the “Xxxxxxx Money”), which Xxxxxxx Money shall be held by Xxxxx Title at its offices located at 0000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, Attention: Xxxxx Xxxxxxx, Phone: (000) within forty000-five 0000, Email: xxxxx@xxxxxxxxxx.xxx (45“Escrow Agent”) days following in escrow and shall be held subject to disbursement in accordance with the Effective Date (unless terms and provisions of this Agreement has been terminated)and such reasonable conditions of escrow as may be prescribed by Escrow Agent. The Xxxxxxx Money shall be held in interest bearing bank accounts, Purchaser which have Federal Deposit Insurance coverage, and interest earned thereon shall deposit also be part of the additional sum of Forty ­five Thousand Dollars ($45,000)Xxxxxxx Money. Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement Except as otherwise provided elsewhere in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money and any interest earned thereon shall be returned credited to Purchaser within five (5) days and considered as payment of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (total Purchase Price for the "Transaction"), Property at the Xxxxxxx Money shall be applied against time of the Purchase PriceClosing.

Xxxxxxx Money. 2.1.1 Seller, Purchaser hereby agrees to deposit xxxxxxx money (and a duly authorized representative of the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Office of Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 Company (the "Escrow AgentEscrowee") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Sellershall concurrently herewith execute Xxxxxxx Money Escrow Instructions, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit EXHIBIT D, pursuant to which Purchaser shall deliver to Escrowee initial xxxxxxx money (the "DInitial Xxxxxxx Money") in the sum of Fifty Thousand and 00/100 Dollars ($50,000.00). If Purchaser terminates does not terminate this Agreement pursuant to and in accordance with Section 8 below, Purchaser shall, on or before the thirtieth (a30th) as a result of Seller's breach of any provision day after the date of this Agreement, deposit with the Escrowee additional xxxxxxx money (bthe "Additional Xxxxxxx Money") because in the sum of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof Two Hundred Thousand and 00/100 Dollars ($200,000.00). The Initial Xxxxxxx Money and, if deposited or required to be satisfied by deposited with the Escrowee, the Additional Xxxxxxx Money, together with any interest earned thereon net of investment costs, are referred to in this Agreement as the "Xxxxxxx Money". The Xxxxxxx Money shall be invested as Seller thereunder or (c) because any and Purchaser so direct. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number. 2.1.2 If the transaction closes in accordance with the terms of the conditions precedent set forth in Section 10 have not been satisfiedthis Agreement, at Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as part payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close due to a default on the part of Purchaser, Seller shall have the remedy provided for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to SellerSection 7.2 below. Upon Closing of If the transaction contemplated under this Agreement (fails to close due to a default on the "Transaction")part of Seller, Purchaser shall have the Xxxxxxx Money shall be applied against the Purchase Priceremedy options provided for in Section 7.1 below.

Xxxxxxx Money. Purchaser hereby Buyer agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser Note, with Escrow Holder within five (5) business days of Purchaser's after the Escrow Commencement Date. The Xxxxxxx Money, shall be applied against and reduce the Purchase Price at Closing. The Xxxxxxx Money shall be held by the Escrow Holder until either Closing or termination of this Agreement. . (a) If the Buyer waives (i) the due diligence contingency described in Section 4.01(a), (ii) the Title Review contingency described in Section 4.01(b) and (iii) the Environmental Contingency described in Section 4.01(c) (or all such Contingencies are deemed waived or satisfied under such Sections, respectively), then within five (5) business days of the Buyer’s waiver of such Contingencies, or upon expiration of the applicable Contingency Period, whichever occurs first, the Buyer shall replace the Xxxxxxx Money Note with cash in the amount of the Xxxxxxx Money Note to be deposited with and held by the Escrow Holder; and, provided Seller has not breached this Agreement, Buyer agrees that the Xxxxxxx Money shall thereupon become nonrefundable liquidated damages pursuant to Section 10.02 and may be retained by Seller in the event the transaction contemplated hereunder does not close due to breach or default by Buyer. (b) If all of the Contingencies under Sections 4.01(a), 4.01(b) or 4.01(c) are not waived or deemed waived and this Agreement fails terminates pursuant to close for any reason other than Section 4.01(a), Section 4.01(b) or Section 4.01(c), then within five (5) business days after the reasons set forth in the preceding sentencetermination, the Escrow Agent Holder shall disburse return the Xxxxxxx Money Note to the Buyer. (c) In the event that the Buyer terminates this Agreement pursuant to Section 10.01 then within five (5) business days after the termination the Escrow Holder shall return the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceBuyer.

Xxxxxxx Money. Purchaser hereby agrees to deposit xxxxxxx money (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) Within one business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following day after the Effective Date (unless this Agreement has been terminateddefined in Section 9.14), Purchaser Buyer shall deposit the additional sum of Forty ­five Thousand Dollars with Chicago Title Insurance Company ($45,000“Title Company”). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement 0000 Xxxxx Xxxxxx, Suite 1700, Dallas, Texas 75201-3005, Attention: Xxx Xxxxxxx, Phone: (000) 000-0000, Fax: (000) 000-0000, Email: xxxxxxxx@xxx.xxx, immediately available federal funds in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement amount of $100,000 (a) as a result of Seller's breach of any provision of this Agreement, the “Initial Xxxxxxx Money”). (b) because of Seller's failure If Buyer does not terminate this Contract pursuant to satisfy any Section 3.2(b) prior to the 15th day following the commencement of the conditions set forth Due Diligence Period, $25,000 of the Initial Xxxxxxx Money shall be immediately released to Seller by Title Company and shall be non-refundable to Buyer except in Section 6 hereof the event that the Closing does not occur due to a default by Seller. Following its release to Seller, the $25,000 shall not be satisfied by Seller thereunder or considered a part of the Initial Xxxxxxx Money for purposes of this Contract, except that it will be applied to the Purchase Price at Closing in the same manner as the Initial Xxxxxxx Money. (c) because any If Buyer does not timely terminate this Contract under Section 3.2(b), as a condition to the continued effectiveness of this Contract, Buyer must deliver an additional $100,000 in immediately available federal funds (the “Additional Xxxxxxx Money”) to Title Company on or before 12:00 noon CST on the second business day after the last day of the conditions precedent set forth in Section 10 have Due Diligence Period. The Initial Xxxxxxx Money and the Additional Xxxxxxx Money, if any, and all interest accrued thereon, are collectively referred to as the “Xxxxxxx Money.” (d) The Xxxxxxx Money will be applied to the Purchase Price at Closing; or, if this Contract does not been satisfiedclose, the Xxxxxxx Money will be paid as provided in this Contract. Title Company shall, promptly upon receipt, place the Xxxxxxx Money in a federally insured, interest bearing account. All interest on the Xxxxxxx Money shall remain the property of Buyer. All interest on the Xxxxxxx Money will be returned reported to Purchaser within five the Internal Revenue Service as income of Buyer. Buyer shall promptly execute and deliver to Title Company all forms reasonably requested by Title Company with respect to the Xxxxxxx Money. (5e) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails Title Company is authorized and directed to close for any reason other than the reasons set forth in the preceding sentence, the Escrow Agent shall disburse pay the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), party entitled to receive the Xxxxxxx Money under the terms of this Contract. Seller or Buyer, as appropriate, shall be applied against deliver a letter of instruction to Title Company directing the Purchase Pricedisbursement of the Xxxxxxx Money to the party entitled to receive the Xxxxxxx Money promptly upon receipt of a demand from that party.

Xxxxxxx Money. Purchaser hereby agrees Prior to deposit the Effective Date, Beneficiary has paid into a strict joint order escrow with Seller at the Title Insurer the sum of $100,000.00 as xxxxxxx money (together with any interest earned thereon, the "Xxxxxxx Money") via wire transfer (). The Xxxxxxx Money may be invested by the Title Insurer as Purchaser directs in accordance with United States Treasury Bills or a federally insured money market account. Seller and Purchaser shall share equally the wire transfer instructions attached hereto cost of the joint order escrow, but Purchaser shall bear the cost of any investment fee charged by the Title Insurer as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as followsescrowee. If this Agreement is terminated: (a) within two (2) business days following by Purchaser before the date end of the Review Period in accordance with Article 4 hereof, then, provided Purchaser receives this Agreement signed by Sellerhas complied with its obligations under the third grammatical paragraph of Article 4 hereof, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former OperatorXxxxxxx Money, Purchaser less the Reimbursement Amount, shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). be returned to Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision of this Agreement, ; (b) because of a breach of this Agreement by Seller's failure , then the Xxxxxxx Money shall be returned to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or Purchaser; (c) because any pursuant to Section 5.4 hereof, then, provided Purchaser has complied with its obligations under the third grammatical paragraph of Article 4 hereof, the conditions precedent set forth in Xxxxxxx Money, less the Reimbursement Amount, shall be returned to Purchaser; (d) pursuant to Section 10 have not been satisfied6.1 hereof, then, provided Purchaser has complied with its obligations under the third grammatical paragraph of Article 4 hereof, the Xxxxxxx Money shall be returned to Purchaser; or (e) by Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails pursuant to close for any reason other than the reasons set forth in the preceding sentenceSection 7.3 or Article 8 hereof, the Escrow Agent shall disburse then the Xxxxxxx Money shall be returned to SellerPurchaser. Upon Closing of Except as provided in the transaction contemplated under this Agreement (the "Transaction")immediately preceding sentence, the Xxxxxxx Money shall be non-refundable to Purchaser. The Xxxxxxx Money shall be applied against to the Purchase PricePrice at the Closing.

Xxxxxxx Money. (A) Purchaser hereby agrees shall deliver to deposit xxxxxxx money Commonwealth Land Title, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Attn: Xxxxx Xxxxx (the "Xxxxxxx Money") via wire transfer (in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White“Escrow Agent”), as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 a national title underwriter acceptable to Purchaser (the "Escrow Agent"“Title Company”), within three (3) business days after the “Effective Date” (as follows: defined below), an xxxxxxx money deposit (athe “Initial Deposit”) in the amount of Two Hundred Thousand and no/100 Dollars ($200,000.00). In the event that Purchaser delivers the “Closing Notice” (as defined in Section 4.1.1 of this Agreement) to Seller, then within two three (23) business days following the date Purchaser receives this Agreement signed by Seller, and expiration of the OTA “Approval Period” (as defined in Section 10(1) 4.1.1 of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall make an additional deposit (the additional sum “Additional Deposit”) with Escrow Agent in the amount of Forty ­five Two Hundred Thousand and no/100 Dollars ($45,000200,000.00). (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. PurchaserThe Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and Escrow Agent shall execute and deliver applied as a credit against the escrow agreement in the form attached hereto as Exhibit "D"Purchase Price at Closing. If Purchaser terminates this Agreement (a) as a result of Seller's breach of in accordance with any provision right to terminate granted to Purchaser by the terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfied, the Xxxxxxx Money shall be returned to Purchaser within five (5) days of Purchaser's termination of this Agreement. If the transaction contemplated under this Agreement fails to close for any reason other than the reasons set forth in the preceding sentence, the by Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing of the transaction contemplated under this Agreement (the "Transaction"), the Xxxxxxx Money shall be applied against the Purchase PriceAgent.

Xxxxxxx Money. (i) Upon execution of this Agreement by Purchaser, Purchaser hereby agrees shall deliver to deposit the Los Angeles office of Chicago Title Insurance Company, 000 Xxxxx Xxxxxx Xxxxxx #000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxx, Telephone: 213/000-0000, Facsimile: 213/891-0834 ("Escrowee") initial xxxxxxx money (the "Initial Xxxxxxx Money") via wire transfer in the sum of One Hundred Thousand Dollars ($100,000.00). Purchaser shall, on or before the expiration of the Review Period, deposit with the Escrowee additional xxxxxxx money (the "Additional Xxxxxxx Money") in the sum of Four Hundred Thousand Dollars ($400,000.00) failing which, this Agreement shall automatically terminate as provided in Section 8(A) below. The Initial Xxxxxxx Money and, if deposited or required to ------------ be deposited with the Escrowee, the Additional Xxxxxxx Money, together with any interest earned thereon net of investment costs, are referred to in this Agreement as the "Xxxxxxx Money". Whenever Escrowee is directed to deliver the Xxxxxxx Money to either party hereunder pursuant to any express provision hereof, such delivery shall be of only so much of the Xxxxxxx Money as is then held by Escrowee. The Xxxxxxx Money shall be invested in a federally insured account as Purchaser so directs. Any and all interest earned on the Xxxxxxx Money shall be reported to Purchaser's federal tax identification number. (ii) If the transaction closes in accordance with the wire transfer instructions attached hereto as Exhibit "C") with Xxxxxxx X. Xxxxxx, Xxxxxx and White, as agent for Chicago Title Insurance Company, 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the "Escrow Agent") as follows: (a) within two (2) business days following the date Purchaser receives this Agreement signed by Seller, and the OTA (as defined in Section 10(1) of this Agreement) signed by Former Operator, Purchaser shall deposit the sum of Thirty-Six Thousand and 00/100 ($36,000.00) Dollars, and (b) within forty-five (45) days following the Effective Date (unless this Agreement has been terminated), Purchaser shall deposit the additional sum of Forty ­five Thousand Dollars ($45,000). Purchaser, Seller and Escrow Agent shall execute and deliver the escrow agreement in the form attached hereto as Exhibit "D". If Purchaser terminates this Agreement (a) as a result of Seller's breach of any provision terms of this Agreement, (b) because of Seller's failure to satisfy any of the conditions set forth in Section 6 hereof to be satisfied by Seller thereunder or (c) because any of the conditions precedent set forth in Section 10 have not been satisfiedat Closing, the Xxxxxxx Money shall be returned delivered by Escrowee to Purchaser within five (5) days Seller as partial payment of Purchaser's termination of this Agreementthe Purchase Price. If the transaction contemplated under this Agreement fails to close for any reason other than due to a default on the reasons set forth in the preceding sentence, the Escrow Agent shall disburse the Xxxxxxx Money to Seller. Upon Closing part of the transaction contemplated under this Agreement (the "Transaction")Purchaser, the Xxxxxxx Money shall be applied against promptly delivered by Escrowee to Seller as provided in Sections 7(B) and 7(C). ------------- ---- If the Purchase Pricetransaction fails to close due to a default on the part of Seller, the Xxxxxxx Money shall be promptly delivered by Escrowee to Purchaser, and Purchaser shall have the remedy provided for in Section 7(A) below. If this ------------ Agreement is terminated by Purchaser pursuant to any express provision hereof, and provided Purchaser is not then in default, the Xxxxxxx Money shall be promptly delivered by Escrowee to Purchaser.