OF THE PREPARERS OF SUCH DOCUMENTS; ALL TO THE EXTENT APPLICABLE TO THE
PERIOD FROM AND AFTER THE CLOSING DATE (AS DEFINED IN SECTION 4), EXCEPT AS
EXPRESSLY SET FORTH TO THE CONTRARY IN THIS AGREEMENT.
ITEMS (I) THROUGH (VI)
ABOVE, TOGETHER WITH THE REAL PROPERTY, ARE COLLECTIVELY REFERRED TO IN THIS
AGREEMENT AS THE "PROPERTY"; PROVIDED, HOWEVER, THE TERM "PROPERTY" EXPRESSLY
EXCLUDES ALL PROPERTY OWNED BY TENANTS OR OTHER USERS OR OCCUPANTS OF THE
PROPERTY, ALL RIGHTS WITH RESPECT TO ANY REFUND OF TAXES APPLICABLE TO ANY
PERIOD PRIOR TO THE CLOSING DATE (AS DEFINED IN SECTION 4), ALL RIGHTS TO ANY
INSURANCE PROCEEDS OR SETTLEMENTS FOR EVENTS OCCURRING PRIOR TO CLOSING (SUBJECT
TO SECTION 5) AND ALL PROPERTY IN THE MANAGEMENT OFFICE OF THE PROPERTY, IF ANY,
OWNED BY THE PROPERTY MANAGER (AS HEREINAFTER DEFINED).
2.
PURCHASE PRICE.
SUBJECT TO THE PROVISIONS OF THE MASTER LEASE AS
SET FORTH IN SECTION 8.9 OF THIS AGREEMENT, THE TOTAL CONSIDERATION TO BE PAID
BY PURCHASER TO SELLER FOR THE PROPERTY IS ONE HUNDRED FOURTEEN MILLION THREE
HUNDRED NINETY THOUSAND AND NO/100 DOLLARS ($114,390,000.00) (THE "PURCHASE
PRICE").
2.1
EARNEST MONEY.
WITHIN THREE (3) BUSINESS DAYS OF THE EFFECTIVE
DATE, PURCHASER SHALL DELIVER TO COMMONWEALTH LAND TITLE INSURANCE COMPANY
LOCATED AT 10 SOUTH LASALLE STREET, SUITE 2500, CHICAGO, ILLINOIS 60603,
ATTENTION: DEBORAH A. CRANGLE-BRISCH ("ESCROW AGENT") THE SUM OF FOUR MILLION
AND NO/100 DOLLARS ($4,000,000.00) (THE "EARNEST MONEY") TO BE RECEIVED PURSUANT
TO THE ESCROW AGREEMENT ATTACHED HERETO AS EXHIBIT D.
THE FAILURE OF PURCHASER
TO TIMELY DELIVER THE EARNEST MONEY SHALL BE A MATERIAL DEFAULT AND SHALL
ENTITLE SELLER, AT SELLER'S SOLE OPTION AND PRIOR TO THE TIME THE EARNEST MONEY
IS RECEIVED BY ESCROW AGENT, TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON
WRITTEN NOTICE THEREOF TO PURCHASER, IN WHICH CASE NEITHER PARTY SHALL HAVE ANY
FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT THOSE THAT EXPRESSLY
SURVIVE TERMINATION. THE EARNEST MONEY SHALL BE INVESTED AS SELLER AND PURCHASER
SO DIRECT.
ANY AND ALL INTEREST EARNED ON THE EARNEST MONEY SHALL BE REPORTED
TO PURCHASER'S FEDERAL TAX IDENTIFICATION NUMBER.
EXCEPT AS EXPRESSLY SET FORTH
HEREIN TO THE CONTRARY, THE EARNEST MONEY IS NONREFUNDABLE.
NOTWITHSTANDING THE
PRIOR SENTENCE, IF THE TRANSACTION FAILS TO CLOSE BECAUSE OF SELLER'S DEFAULT
UNDER THIS AGREEMENT OR FAILURE OF A CONDITION PRECEDENT TO PURCHASER'S
OBLIGATIONS TO CLOSE, THE EARNEST MONEY SHALL BE RETURNED TO PURCHASER.
IF THE
TRANSACTION CLOSES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THEN ESCROW
AGENT SHALL DELIVER THE EARNEST MONEY TO SELLER AT CLOSING AS PAYMENT TOWARD THE
PURCHASE PRICE.
2.2
CASH BALANCE.
AT CLOSING, PURCHASER SHALL PAY TO SELLER THE
PURCHASE PRICE, LESS THE EARNEST MONEY, PLUS OR MINUS THE PRORATIONS DESCRIBED
IN THIS AGREEMENT (SUCH AMOUNT, AS ADJUSTED, BEING REFERRED TO AS THE "CASH
BALANCE").
PURCHASER SHALL PAY THE CASH BALANCE BY FEDERAL FUNDS WIRE
TRANSFERRED TO AN ACCOUNT DESIGNATED BY SELLER IN WRITING.
3.
EVIDENCE OF TITLE.
3.1
PREPARATION AND DELIVERY OF MATERIALS.
SELLER HAS HERETOFORE
CAUSED TO BE