DEFINED), BUYER SHALL DEPOSIT THE SUM OF $750,000.00 IN ESCROW WITH THE ESCROW
HOLDER AS ITS ADDITIONAL EARNEST MONEY DEPOSIT (THE "ADDITIONAL EARNEST
MONEY").
THE INITIAL EARNEST MONEY AND THE ADDITIONAL EARNEST MONEY, TOGETHER
WITH ALL INTEREST EARNED THEREON, IS HEREINAFTER REFERRED TO AS THE "DEPOSIT."
THE DEPOSIT SHALL BE HELD IN A JOINT ORDER ESCROW (THE "ESCROW AGREEMENT")
BETWEEN BUYER, SELLER AND ESCROW HOLDER, WHICH ESCROW AGREEMENT SHALL CONTAIN
TERMS MUTUALLY AND REASONABLY ACCEPTABLE TO BUYER AND SELLER.
THE DEPOSIT SHALL
BE APPLIED AGAINST THE PURCHASE PRICE AT CLOSING.
FOLLOWING THE REVIEW PERIOD
EXPIRATION DATE, THE DEPOSIT SHALL BE NON-REFUNDABLE, EXCEPT IN THE EVENT OF (A)
A FAILURE BY SELLER TO HAVE PERFORMED FULLY OR TENDER PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER, (B) A FAILURE OF A CONDITION TO BUYER'S OBLIGATIONS SET
FORTH IN SECTION 9 OR (C) A CIRCUMSTANCE ENTITLING BUYER TO THE RETURN OF THE
DEPOSIT UNDER SECTION 14.
2.3.
OPENING OF ESCROW.
FOR THE PURPOSES OF THIS AGREEMENT, THE ESCROW
SHALL BE DEEMED OPENED ("OPENING OF ESCROW") ON THE DATE ESCROW HOLDER RECEIVES
AN ORIGINAL OF THIS AGREEMENT FULLY EXECUTED BY BUYER AND SELLER, WHICH SHALL
OCCUR NO LATER THAN THE EFFECTIVE DATE.
ESCROW HOLDER SHALL PROMPTLY NOTIFY
BUYER AND SELLER IN WRITING OF THE OPENING OF ESCROW.
BUYER AND SELLER AGREE TO
EXECUTE, DELIVER AND BE BOUND BY ANY REASONABLE OR CUSTOMARY SUPPLEMENTAL ESCROW
INSTRUCTIONS OR OTHER INSTRUMENTS REASONABLY REQUIRED BY ESCROW HOLDER TO
CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT; PROVIDED, HOWEVER,
THAT NO SUCH INSTRUMENTS SHALL BE INCONSISTENT OR IN CONFLICT WITH, AMEND OR
SUPERSEDE ANY PORTION OF THIS AGREEMENT.
IF THERE IS ANY CONFLICT OR
INCONSISTENCY BETWEEN THE TERMS OF SUCH INSTRUMENTS AND THE TERMS OF THIS
AGREEMENT, THEN THE TERMS OF THIS AGREEMENT SHALL CONTROL.
3.
CLOSING.
THE PURCHASE AND SALE CONTEMPLATED HEREIN SHALL BE
CONSUMMATED AT A CLOSING ("CLOSING") TO TAKE PLACE THROUGH AN ESCROW WITH THE
TITLE COMPANY (AS HEREINAFTER DEFINED).
THE CLOSING SHALL OCCUR ON FEBRUARY 15,
2007 (THE "CLOSING DATE").
THE CLOSING SHALL BE EFFECTIVE AS OF 12:01 A.M. ON
THE CLOSING DATE.
4.
PROPERTY INSPECTION.
4.1.
BASIC PROPERTY INSPECTION.
NOT LATER THAN FIVE (5) DAYS AFTER THE
EFFECTIVE DATE, SELLER SHALL DELIVER TO BUYER ALL OF THE AGREEMENTS, DOCUMENTS,
CONTRACTS, INFORMATION, RECORDS, REPORTS AND OTHER ITEMS DESCRIBED IN EXHIBIT C
ATTACHED HERETO (THE "DOCUMENTS") THAT ARE IN ITS POSSESSION OR REASONABLE
CONTROL.
AT ALL TIMES PRIOR TO CLOSING, INCLUDING TIMES FOLLOWING THE "REVIEW
PERIOD EXPIRATION DATE" (WHICH REVIEW PERIOD EXPIRATION DATE IS DEFINED AS
FEBRUARY 9, 2007), BUYER, ITS AGENTS AND REPRESENTATIVES SHALL BE ENTITLED TO
CONDUCT A "DUE DILIGENCE INSPECTION," WHICH INCLUDES THE RIGHTS TO: (I) ENTER
UPON THE LAND AND IMPROVEMENTS, ON REASONABLE NOTICE TO AND COORDINATE WITH
SELLER, TO PERFORM INSPECTIONS AND TESTS OF THE LAND AND THE IMPROVEMENTS,
INCLUDING, BUT NOT LIMITED TO, INSPECTION, EVALUATION AND TESTING OF THE
HEATING, VENTILATION AND AIR-CONDITIONING SYSTEMS AND ALL COMPONENTS THEREOF AND
ENVIRONMENTAL STUDIES AND INVESTIGATIONS OF THE LAND AND THE IMPROVEMENTS;
(II) EXAMINE AND COPY