COMPANY'S TRADE
PAYABLES INCURRED IN THE ORDINARY COURSE OF BUSINESS PRIOR TO 7:00 A.M., ON THE
CLOSING DATE EVEN IF INVOICES RELATED THERETO ARE NOT RECEIVED UNTIL AFTER THE
CLOSING DATE.
2.8
DISTRIBUTION OF CERTAIN ASSETS.
EFFECTIVE IMMEDIATELY PRIOR TO
THE CLOSING, SELLERS MAY CAUSE THE COMPANY TO DISTRIBUTE TO THEM "AS IS, WHERE
IS" ALL OF THE EXCLUDED ASSETS.
SELLERS SHALL HAVE A REASONABLE AMOUNT OF TIME
AFTER THE CLOSING TO PHYSICALLY REMOVE SUCH OF THE EXCLUDED ASSETS THAT REMAIN
ON THE COMPANY'S PREMISES; PROVIDED, HOWEVER, SELLERS SHALL CAUSE SUCH REMOVAL
ONLY WITH ADVANCE NOTICE TO THE PURCHASER AND IN SUCH A MANNER SO AS TO MINIMIZE
THE DISRUPTION TO THE COMPANY'S OPERATIONS.
SELLERS SHALL BE RESPONSIBLE FOR
ALL RISK OF DAMAGE TO, OR LOSS OF, ANY EXCLUDED ASSETS BOTH BEFORE AND AFTER
THEIR REMOVAL FROM THE COMPANY'S PREMISES AND ANY DAMAGE TO THE COMPANY'S ASSETS
OR OPERATIONS ARISING FORM SUCH MOVE.
SELLERS SHALL BE RESPONSIBLE FOR ALL
TAXES INCURRED BY THE COMPANY RESULTING FROM THE DISTRIBUTION OF THE EXCLUDED
ASSETS.
IF, AFTER THE CLOSING, THE COMPANY IS REQUIRED TO PAY ANY TAXES RELATED
TO THE DISTRIBUTION OF THE EXCLUDED ASSETS, SELLERS SHALL PROMPTLY REIMBURSE THE
COMPANY FOR THE SAME.
2.9
CHECKING ACCOUNTS.
ON OR PRIOR TO THE CLOSING DATE, SELLERS SHALL
REMOVE ALL FUNDS FROM THE COMPANY'S OPERATING ACCOUNT, SAVE AND EXCEPT FOR
$100,000.00 WHICH SHALL REMAIN THEREIN FOLLOWING SALE OF THE SHARES.
2.10
DUE DILIGENCE.
PURCHASER SHALL HAVE THE RIGHT FROM AND AFTER THE
AGREEMENT DATE THROUGH THE CLOSING DATE TO CONDUCT SUCH INSPECTIONS, TEST,
SURVEYS, REVIEWS, AUDITS, INCLUDING SOIL BORINGS AND LIKE TESTS, OF ALL OF THE
COMPANY'S ASSETS AND OPERATIONS AND SO MUCH OF THE SELLERS' ASSETS AND RECORDS
AS SHALL RELATE TO THE COMPANY'S OPERATIONS AS THE PURCHASER, IN ITS SOLE
DISCRETION, SHALL DEEM NECESSARY.
PURCHASER SHALL BE SOLELY RESPONSIBLE FOR THE
COSTS OF ALL SUCH DUE DILIGENCE AND SHALL HOLD THE COMPANY AND THE SELLERS
HARMLESS FROM ANY COSTS, FEES OR DAMAGES THEY MAY SUFFER AS A RESULT OF
PURCHASER'S DUE DILIGENCE HEREUNDER, EXCLUDING THE DISCOVERY OF ANY PRE-EXISTING
CONDITIONS.
2.11
DEPOSIT.
WITHIN TEN (10) DAYS FOLLOWING THE AGREEMENT DATE, THE
PURCHASER SHALL DELIVER THE DEPOSIT TO THE TITLE COMPANY.
THE DEPOSIT SHALL BE
APPLIED AS A CREDIT TOWARD THE PURCHASE PRICE BY THE TITLE COMPANY AT THE
CLOSING.
THE DEPOSIT SHALL BE NON-REFUNDABLE TO THE PURCHASER, EXCEPT IF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FAIL TO CLOSE AS A RESULT OF A
DEFAULT BY THE SELLERS.
SHOULD THE PURCHASER FAIL TO CLOSE UNDER THIS AGREEMENT
FOR ANY REASON OTHER THAN A DEFAULT BY THE SELLERS, THE DEPOSIT SHALL BE
FORFEITED BY THE PURCHASER TO THE SELLERS AS THE FULL AND FINAL MEASURE OF THEIR
LIQUIDATED DAMAGES HEREUNDER, AND NOT AS A PENALTY, AND THEREAFTER THIS
AGREEMENT SHALL BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT.
7
2.12
PURCHASER'S RIGHT OF TERMINATION. NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY AND IN ADDITION TO ANY OTHER RIGHTS
OF