FOR EACH PROPERTY.
FURTHER, SELLERS AND PURCHASER AGREE THAT
THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00) (THE "INDEPENDENT CONTRACT
CONSIDERATION") HAS BEEN PAID BY PURCHASER TO SELLER CONCURRENTLY WITH
PURCHASER'S DELIVERY OF THE DEPOSIT INTO ESCROW, AS CONSIDERATION FOR SELLERS'
EXECUTION AND DELIVERY OF THIS CONTRACT AND FOR PURCHASER'S RIGHTS OF REVIEW,
INSPECTION AND TERMINATION SET FORTH HEREIN.
THE INDEPENDENT CONTRACT
CONSIDERATION IS INDEPENDENT OF ANY OTHER CONSIDERATION OR PAYMENT PROVIDED FOR
IN THIS CONTRACT AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IS
NON-REFUNDABLE IN ALL EVENTS WHATSOEVER.
2.2.2
AT THE CLOSING, SUBJECT TO THE OCCURRENCE OF THE LOAN ASSUMPTION AND
RELEASE, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE APPLICABLE
TO EACH PROPERTY IN THE AMOUNT OF THE OUTSTANDING PRINCIPAL BALANCE OF THE NOTE
APPLICABLE TO SUCH PROPERTY, TOGETHER WITH ALL ACCRUED BUT UNPAID INTEREST (IF
ANY) THEREON, AS OF THE CLOSING DATE (THE "LOAN BALANCE").
NOTWITHSTANDING
ANYTHING CONTAINED IN THIS CONTRACT TO THE CONTRARY, IF THE LOAN PAYOFF (AS
HEREINAFTER DEFINED) OCCURS AT THE CLOSING, THEN PURCHASER SHALL RECEIVE NO
CREDIT FOR THE LOAN BALANCE.
2.2.3
THE BALANCE OF THE PURCHASE PRICE FOR EACH PROPERTY, SUBJECT TO THE
PRORATIONS AND ADJUSTMENTS HEREIN DESCRIBED, SHALL BE PAID TO AND RECEIVED BY
ESCROW AGENT BY WIRE TRANSFER OF GOOD FUNDS NO LATER THAN 5:00 P.M. ON THE
CLOSING DATE.
2.2.4
THE ALLOCATION OF THE PURCHASE PRICE FOR THE WILSON ACRE PROPERTY AND
THE TAR RIVER PROPERTY HAVE BEEN ESTABLISHED BY PURCHASER, AND SELLER HAS NOT,
IN ANY WAY, INFLUENCED THE ALLOCATIONS BETWEEN THE PROPERTIES.
2.3
ESCROW PROVISIONS REGARDING DEPOSIT
2.3.1
ESCROW AGENT SHALL HOLD THE DEPOSIT AND MAKE DELIVERY OF THE DEPOSIT TO
THE PARTY ENTITLED THERETO UNDER THE TERMS OF THIS CONTRACT.
ESCROW AGENT SHALL
INVEST THE DEPOSIT IN AN FDIC-INSURED, INTEREST-BEARING BANK ACCOUNT OR
FDIC-INSURED MONEY MARKET FUND REASONABLY APPROVED BY PURCHASER AND SELLERS, AND
ALL INTEREST AND INCOME THEREON SHALL BECOME PART OF THE DEPOSIT AND SHALL BE
REMITTED TO THE PARTY ENTITLED TO THE DEPOSIT PURSUANT TO THIS CONTRACT.
2.3.2
ESCROW AGENT SHALL HOLD AND APPLY THE DEPOSIT IN STRICT ACCORDANCE WITH
THE TERMS OF THIS CONTRACT.
2.3.3
IF PRIOR TO THE CLOSING DATE, ANY PARTY HERETO MAKES A WRITTEN DEMAND
UPON ESCROW AGENT FOR PAYMENT OF THE DEPOSIT, ESCROW AGENT SHALL GIVE WRITTEN
NOTICE TO THE OTHER PARTIES OF SUCH DEMAND.
IF ESCROW AGENT DOES NOT RECEIVE A
WRITTEN OBJECTION FROM ANOTHER PARTY TO THE PROPOSED PAYMENT WITHIN 5 BUSINESS
DAYS AFTER THE GIVING OF SUCH NOTICE, ESCROW AGENT IS HEREBY AUTHORIZED TO MAKE
SUCH PAYMENT.
IF ESCROW AGENT DOES RECEIVE SUCH WRITTEN OBJECTION WITHIN SUCH 5
BUSINESS DAY PERIOD, ESCROW AGENT SHALL CONTINUE TO HOLD SUCH AMOUNT UNTIL
OTHERWISE DIRECTED BY WRITTEN INSTRUCTIONS FROM THE PARTIES TO THIS CONTRACT OR
A FINAL JUDGMENT OR ARBITRATOR'S DECISION.
HOWEVER, ESCROW AGENT SHALL HAVE THE
RIGHT AT ANY TIME TO DELIVER THE DEPOSIT AND INTEREST THEREON, IF ANY, WITH A
COURT OF COMPETENT JURISDICTION IN THE STATE IN WHICH A PROPERTY IS LOCATED.
ESCROW AGENT SHALL