SELLER'S INTEREST IN AND TO ANY CONTRACTS,
LICENSES, WARRANTIES, PERMITS CERTIFICATES OF OCCUPANCY, ENTITLEMENTS AND OTHER
WRITTEN AUTHORIZATIONS AND APPROVALS NECESSARY FOR THE USE, OPERATION,
MAINTENANCE OR OWNERSHIP OF THE REAL PROPERTY, IF AND ONLY TO THE EXTENT THE
SAME MAY BE ASSIGNED OR QUITCLAIMED BY SELLER WITHOUT ANY EXPENSE TO SELLER AND
ONLY TO THE EXTENT THAT THE SAME ARE IN EFFECT AS OF THE CLOSING DATE, AS MORE
PARTICULARLY SET FORTH ON EXHIBIT M ATTACHED HERETO AND MADE A PART HEREOF (THE
"INTANGIBLE PROPERTY").
ARTICLE 3
PURCHASE PRICE; DEPOSIT; ADJUSTMENTS
3.1
PURCHASE PRICE.
ON THE CLOSING DATE, THE
BUYER AGREES TO PAY SIX MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($6,750,000.00) (THE "PURCHASE PRICE"), SUBJECT TO ADJUSTMENT AND AS OTHERWISE
PROVIDED HEREIN.
3.2
DEPOSIT.
(A)
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($500,000.00) (THE "DEPOSIT") SHALL BE DELIVERED BY BUYER TO CHICAGO TITLE
INSURANCE COMPANY (THE "ESCROW AGENT") CONCURRENTLY WITH SELLER'S EXECUTION OF
THIS AGREEMENT IN THE FORM OF A WIRE TRANSFER MADE PAYABLE TO THE ORDER OF
ESCROW AGENT, PURSUANT TO THE WIRE INSTRUCTIONS SET FORTH ON EXHIBIT N, ATTACHED
HERETO.
FROM AND AFTER THE EXPIRATION OF THE FEASIBILITY PERIOD, THE DEPOSIT
SHALL BE NONREFUNDABLE EXCEPT AS EXPRESSLY SET FORTH HEREIN.
ON THE CLOSING (AS
HEREINAFTER DEFINED), THE DEPOSIT, AND, AT BUYER'S SOLE OPTION, ANY INTEREST
EARNED THEREON, SHALL BE APPLIED TOWARD THE PAYMENT OF THE PURCHASE PRICE.
3.3
BALANCE OF PURCHASE PRICE.
ON OR BEFORE THE
CLOSING DATE (AS HEREINAFTER DEFINED) BUYER WILL DEPOSIT WITH THE ESCROW AGENT
THE BALANCE OF THE PURCHASE PRICE (I.E., THE PURCHASE PRICE LESS THE DEPOSIT,
SUBJECT TO THE ADJUSTMENTS PROVIDED FOR HEREIN) BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FEDERAL FUNDS (THE "CASH BALANCE").
ON THE CLOSING DATE, SUBJECT TO
THE TERMS AND CONDITIONS SPECIFIED HEREIN, BUYER SHALL DIRECT THE ESCROW AGENT
TO APPLY THE CASH BALANCE TO THE PURCHASE PRICE BY TRANSFERRING SUCH AMOUNTS TO
SELLER.
3.4
PRORATIONS OF TAXES.
ALL REAL AND PERSONAL
PROPERTY TAXES ATTRIBUTABLE TO THE THEN CURRENT FISCAL TAX YEAR FOR THE PROPERTY
IN WHICH THE CLOSING OCCURS SHALL BE PRORATED AND ADJUSTED AS OF THE CLOSING
DATE AS AN ADJUSTMENT AT THE CLOSING (REGARDLESS OF WHETHER SUCH TAXES AND
SPECIAL ASSESSMENTS ARE THEN DUE AND PAYABLE OR DELINQUENT).
IF THE TAX
STATEMENTS FOR THE FISCAL YEAR DURING WHICH THE CLOSING DATE OCCURS ARE NOT
FINALLY DETERMINED, THEN THE TAX FIGURES FOR THE IMMEDIATELY PRIOR FISCAL YEAR
WILL BE USED FOR THE PURPOSES OF PRORATING TAXES ON THE CLOSING DATE, WITH A
FURTHER ADJUSTMENT TO BE MADE AFTER
2
THE CLOSING DATE AS SOON AS SUCH TAX FIGURES ARE FINALIZED.
ALL SPECIAL
ASSESSMENTS THAT MAY BE AMORTIZED OVER A NUMBER OF YEARS WILL BE PRORATED AS OF
THE CLOSING DATE, WITH SELLER RESPONSIBLE ONLY FOR THE PERIOD ENDING ON THE DAY
PRIOR TO THE CLOSING DATE.
ANY TAX REFUNDS OR PROCEEDS (INCLUDING INTEREST
THEREON) ON ACCOUNT OF A FAVORABLE DETERMINATION RESULTING FROM A CHALLENGE,
PROTEST, APPEAL OR SIMILAR PROCEEDING RELATING TO TAXES AND ASSESSMENTS RELATING