UNDER THE RESIDENT AGREEMENTS OR ANY UNPAID
ACCOUNTS
4
RECEIVABLE WHICH HAVE BEEN OUTSTANDING FOR MORE THAN THIRTY (30) DAYS AS OF THE
CLOSING DATE BE CONSIDERED A PART OF THE EXCLUDED ASSETS);
(B)
ALL PROPRIETARY BOOKS, RECORDS, FILES, AND PAPERS (WHETHER IN HARD
COPY OR COMPUTER FORMAT) THAT ARE NOT USED IN, AND THAT DO NOT RELATE TO OR
AFFECT, THE PROPERTY;
(C)
ANY GOVERNMENTAL AUTHORIZATION THAT RELATES TO OR AFFECTS ANY
FACILITY BUT WHICH IS NOT ASSIGNABLE OR TRANSFERABLE AND DOES NOT RUN WITH THE
LAND;
(D)
ALL PERSONNEL AND EMPLOYMENT RECORDS THAT RELATE TO FORMER OR
CURRENT FACILITY EMPLOYEES (AS DEFINED BELOW) EXCEPT THOSE HIRED BY PURCHASER OR
PURCHASER'S DESIGNEE AS PROVIDED HEREIN OR OTHERWISE TO THE EXTENT THAT LEGAL
REQUIREMENTS REQUIRE SUCH RECORDS, OR COPIES OF SUCH RECORDS, TO REMAIN AT THE
FACILITIES;
(E)
ALL INSURANCE POLICIES TO WHICH ANY SELLER PARTY OR ANY AFFILIATE
OF A SELLER PARTY IS A PARTY (BUT WITHOUT DEROGATION OF PURCHASER'S RIGHT TO
PROCEEDS THEREOF IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT);
(F)
ALL REFUNDABLE UTILITY OR OTHER VENDOR DEPOSITS, EXCEPT AS
PROVIDED HEREIN;
(G)
ANY OTHER PROPERTY OF A SELLER PARTY THAT IS EXPRESSLY DESCRIBED
ON SCHEDULE 1 ATTACHED HERETO; AND
(H)
ALL PREFERENCE OR AVOIDANCE CLAIMS OF AND ACTIONS OF SELLER,
INCLUDING ANY SUCH CLAIMS AND ACTIONS ARISING UNDER SECTIONS 544, 547, 548, 549
AND 550 OF THE BANKRUPTCY CODE.
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3.
OPENING OF ESCROW; DEPOSITS.
(A)
UPON FULL EXECUTION, THIS AGREEMENT SHALL CONSTITUTE A BINDING
AGREEMENT BETWEEN THE PARTIES; PROVIDED, HOWEVER, THAT SELLER'S AUTHORITY TO
ENTER INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT IS SUBJECT TO
BANKRUPTCY COURT APPROVAL.
THIS AGREEMENT SHALL ALSO CONSTITUTE ESCROW
INSTRUCTIONS TO ESCROW AGENT (AS DEFINED BELOW).
IF ESCROW AGENT REQUIRES
SEPARATE ESCROW INSTRUCTIONS, THE PARTIES SHALL EXECUTE SUCH ESCROW INSTRUCTIONS
IN A FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE PARTIES UPON ESCROW
AGENT'S REQUEST; PROVIDED, HOWEVER, AS BETWEEN THE PARTIES, IN THE EVENT OF ANY
CONFLICT BETWEEN THIS AGREEMENT AND SUCH ESCROW INSTRUCTIONS, THIS AGREEMENT
SHALL CONTROL.
PROMPTLY UPON FULL EXECUTION OF THIS AGREEMENT BY PURCHASER,
SELLER AND LAWYERS TITLE INSURANCE CORPORATION, 140 EAST 45TH STREET, NEW YORK,
NEW YORK 10017 ("ESCROW AGENT"), AN ESCROW (THE "ESCROW") SHALL BE DEEMED OPEN
WITH ESCROW AGENT, WHICH ESCROW SHALL BE GOVERNED BY THE TERMS OF THIS
AGREEMENT.
WHEN THIS AGREEMENT HAS BEEN FULLY EXECUTED BY PURCHASER AND SELLER
AND DELIVERED TO ESCROW AGENT, ESCROW AGENT SHALL NOTIFY PURCHASER AND SELLER IN
WRITING.
THE DATE ON WHICH PURCHASER RECEIVES SUCH NOTICE FROM ESCROW AGENT
SHALL BE THE OPENING OF THE ESCROW.
(B)
AS SECURITY FOR PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT,
WITHIN ONE (1) BUSINESS DAY AFTER THE EFFECTIVE DATE, PURCHASER SHALL DEPOSIT
INTO ESCROW TWO MILLION TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($2,250,000.00)
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS AS AN INITIAL EARNEST MONEY
DEPOSIT (THE "DEPOSIT").
ESCROW AGENT SHALL DEPOSIT THE DEPOSIT INTO AN
INTEREST-BEARING MONEY MARKET ACCOUNT WITH A BANK OR FINANCIAL INSTITUTION
REASONABLY ACCEPTABLE TO THE PARTIES.