AND IN THE LEASEHOLD ESTATE CREATED BY THE GROUND
LEASE IN FAVOR OF BUYER, SUBJECT ONLY TO THOSE MATTERS LISTED ON
SCHEDULE 2.3(B)(I) ATTACHED HERETO AND THE USUAL EXCEPTIONS IN SUCH FORM OF
POLICY.
(II)
THE LESSOR UNDER THE REAL PROPERTY LEASE SHALL HAVE CONSENTED TO
THE ASSIGNMENT OF THE REAL PROPERTY LEASE TO BUYER.
(III)
BUYER, THE COMPANY, AND THE COMPANY SHAREHOLDERS SHALL HAVE
PERFORMED ALL OTHER ACTS REQUIRED HEREUNDER TO CLOSE.
(C)
CLOSING TRANSACTIONS.
THE PARTIES SHALL CONSUMMATE THE FOLLOWING "CLOSING
TRANSACTIONS" ON THE CLOSING DATE:
(I)
LYLE AND SUE RADER, BRAD RADER AND JULIE NEWELL (FORMERLY KNOWN
AS JULIE RADER) (THE "LEASING PARTIES") SHALL ENTER INTO A GROUND LEASE
AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A (THE "GROUND LEASE") PURSUANT
TO WHICH BUYER, OR
11
AN AFFILIATE OF BUYER ACCEPTABLE TO COMPANY SHAREHOLDERS WILL LEASE ALL OF THE
OWNED REAL PROPERTY FOR A TERM OF TWENTY (20) YEARS FROM THE LEASING PARTIES;
(II)
BUYER AND BRAD RADER SHALL ENTER INTO AN EMPLOYMENT AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT B (THE "EMPLOYMENT AGREEMENT").
2.4
PURCHASE PRICE.
IN CONSIDERATION FOR THE PURCHASED ASSETS, BUYER WILL PAY
TO THE COMPANY AN AMOUNT EQUAL TO $20,700,000.00, SUBJECT TO ADJUSTMENT IN
ACCORDANCE WITH SECTION 2.7 AND ARTICLE 6, PLUS THE ASSUMED LIABILITIES (THE
"PURCHASE PRICE"), PAYABLE AS FOLLOWS:
(A)
AN AMOUNT EQUAL TO THE ASSUMED LIABILITIES, PAYABLE BY BUYER'S ASSUMPTION
OF THE ASSUMED LIABILITIES ON THE CLOSING DATE; AND
(B)
AN AMOUNT EQUAL TO $20,700,000.00 LESS THE ESCROW AMOUNT, AND SUBJECT TO
ADJUSTMENT AS SET FORTH IN SECTION 2.7 AND ARTICLE 6, PAYABLE BY WIRE TRANSFER
OF IMMEDIATELY AVAILABLE FUNDS ON THE CLOSING DATE.
2.5
TRANSFER OF TITLE.
AT THE CLOSING, TITLE TO ALL OF THE PURCHASED ASSETS
AND RISK OF LOSS SHALL PASS TO BUYER.
THE COMPANY SHALL CONVEY ALL OF THE
PURCHASED ASSETS TO BUYER AND SHALL DELIVER TO BUYER SUCH APPROPRIATELY EXECUTED
INSTRUMENTS OF SALE, TRANSFER, ASSIGNMENT, CONVEYANCE AND DELIVERY, WARRANTY,
ASSIGNMENTS OF LEASES, ASSIGNMENTS, VEHICLE TITLES, TRANSFER TAX DECLARATIONS
AND ALL OTHER INSTRUMENTS OF CONVEYANCE WHICH ARE NECESSARY OR DESIRABLE TO
EFFECT TRANSFER TO BUYER OF GOOD AND MARKETABLE TITLE TO THE PURCHASED ASSETS
(FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED ENCUMBRANCES), IN EACH CASE IN
FORM AND SUBSTANCE SATISFACTORY TO BUYER AND ITS COUNSEL.
FROM AND AFTER
CLOSING, THE COMPANY AND EACH OF THE COMPANY SHAREHOLDERS SHALL COOPERATE WITH
BUYER AND EXECUTE, DELIVER AND RECORD SUCH INSTRUMENTS OF TITLE AND OTHER
DOCUMENTS REASONABLY REQUESTED BY BUYER IN ORDER TO MORE FULLY PERFECT BUYER'S
RIGHT, TITLE AND INTEREST THERETO AND THEREIN.
2.6
PRORATIONS AND CLOSING COSTS.
BUYER, THE COMPANY AND EACH OF THE COMPANY
SHAREHOLDERS HEREBY AGREES THAT RENTS, UTILITIES AND OTHER PAYMENTS OR
OBLIGATIONS UNDER THE LEASES LISTED ON SCHEDULE 4.7(B) AND SCHEDULE 4.11(A) AND
THE CONTRACTS LISTED ON SCHEDULE 4.11(A), AND ALL PERSONAL PROPERTY TAXES AND
ASSESSMENTS SHALL BE PRORATED AS OF THE CLOSING DATE AND THE PURCHASE PRICE
SHALL BE ADJUSTED TO REFLECT SUCH PRORATION.
BUYER SHALL PAY THE COST