A CONTRACTUAL LIABILITY
ENDORSEMENT, AND PERSONAL INJURY LIABILITY COVERAGE, WITH SELLER, ITS MANAGING
AGENT, IF ANY, AND ANY OTHER AFFILIATE DESIGNATED BY SELLER, AS ADDITIONAL
INSUREDS, FROM AN INSURER REASONABLY ACCEPTABLE TO SELLER, WHICH INSURANCE
POLICIES MUST HAVE LIMITS FOR BODILY INJURY AND DEATH OF NOT LESS THAN FIVE
MILLION DOLLARS ($5,000,000.00) FOR ANY ONE OCCURRENCE AND NOT LESS THAN FIVE
MILLION ($5,000,000.00) DOLLARS FOR PROPERTY DAMAGE LIABILITY FOR ANY ONE
OCCURRENCE.
PRIOR TO MAKING ANY ENTRY UPON THE PREMISES, PURCHASER SHALL
FURNISH TO SELLER A CERTIFICATE OR CERTIFICATES OF INSURANCE FROM PURCHASER'S
INSURANCE CARRIER OR BROKER EVIDENCING THE FOREGOING COVERAGES.
(E)
PURCHASER AGREES TO INDEMNIFY, DEFEND, PAY AND HOLD HARMLESS
SELLER AND ITS DIRECT AND INDIRECT SHAREHOLDERS, OFFICERS, DIRECTORS, PARTNERS,
PRINCIPALS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS AND CONTRACTORS,
THEIR SPOUSES AND ANY SUCCESSORS OR ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH
SELLER, "SELLER RELATED PARTIES") FOR, FROM AND AGAINST ANY AND ALL ACTUAL
LOSSES, COSTS, ACTUAL DAMAGES, LIENS, CLAIMS, LIABILITIES OR OTHER EXPENSES
(INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, COURT COSTS AND
DISBURSEMENTS) INCURRED BY ANY OF SELLER'S RELATED PARTIES ARISING FROM OR BY
REASON OF PURCHASER'S AND/OR PURCHASER'S REPRESENTATIVES' ACCESS TO, OR
INSPECTION OF, THE PREMISES, OR ANY TESTS, INSPECTIONS OR OTHER DUE DILIGENCE
CONDUCTED BY OR ON BEHALF OF PURCHASER; PROVIDED, HOWEVER, THAT THE FOREGOING
INDEMNITY SHALL NOT INCLUDE ANY LOSS, COSTS, DAMAGES OR EXPENSES, OF ANY KIND OR
NATURE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES)
THAT RESULT FROM (I) THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER RELATED
PARTIES OR (II) THE DISCOVERY, BY PURCHASER OR PURCHASER'S REPRESENTATIVES, OF
EXISTING CONDITIONS ON THE PROPERTY DURING ANY INSPECTION, INVESTIGATION AND/OR
ENTRY UPON THE PROPERTY CONDUCTED PURSUANT TO, AND IN ACCORDANCE WITH, THE TERMS
OF THIS AGREEMENT.
THE PROVISIONS OF THIS SECTION 3(E) SHALL SURVIVE THE
CLOSING OR ANY TERMINATION OF THIS AGREEMENT.
(F)
THE INSPECTION OF THE PREMISES AND THE PURCHASER'S DUE
DILIGENCE IS SOLELY FOR THE INFORMATION OF PURCHASER AND THIS AGREEMENT, AND
PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT ARE NOT CONTINGENT UPON THE
FINDINGS DISCLOSED BY INSPECTION OR UPON THE RESULTS OF ANY DUE DILIGENCE
CONDUCTED BY PURCHASER.
4.
PURCHASE PRICE AND DEPOSIT.
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The purchase price to be paid by Purchaser to Seller for the Property and Excess
Development Rights (the "Purchase Price") shall be Two Hundred Million and
no/100 Dollars ($200,000,000.00). The Purchase Price shall be payable as
follows:
(A)
WITHIN ONE (1) BUSINESS DAY OF THE EXECUTION OF THIS
AGREEMENT BY PURCHASER AND SELLER, PURCHASER SHALL DELIVER TO STEWART TITLE
INSURANCE COMPANY, AS ESCROW AGENT (THE "ESCROW AGENT") A WIRE TRANSFER IN
IMMEDIATELY AVAILABLE FEDERAL FUNDS THE AMOUNT OF TEN MILLION DOLLARS
($10,000,000.00) TO THE ESCROW ACCOUNT OF ESCROW AGENT IN ACCORDANCE WITH THE
WIRE INSTRUCTIONS SET FORTH ON EXHIBIT 1 (SUCH DEPOSIT WHICH IS MADE PURSUANT TO
THIS SUBSECTION (A) (TOGETHER WITH INTEREST THEREON), THE "INITIAL DEPOSIT,"
AND, TOGETHER WITH THE ADDITIONAL DEPOSIT (AS HEREINAFTER DEFINED), IF
APPLICABLE, ARE HEREIN COLLECTIVELY REFERRED TO AS THE "DEPOSIT").
IF