THE DELIVERY OF THE DEPOSIT TO SELLER
PURSUANT TO THIS SECTION 1.03(C) AND THE PAYMENT OF DELAY DAMAGES, IF ANY,
PURSUANT TO SECTION 6.01(C) SHALL CONSTITUTE LIQUIDATED DAMAGES AND SHALL BE
PAID IN LIEU OF ANY ADDITIONAL LEGAL RECOURSE FOR ANY DAMAGES, SPECIFIC
PERFORMANCE OR ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO SELLER RESULTING
THEREFROM.
(D)
BUYER AND SELLER COVENANT AND AGREE TO FURNISH AND DELIVER THE
APPROPRIATE INSTRUCTIONS TO THE ESCROW AGENT AS REQUIRED BY SECTIONS 1.03(B) AND
(C)
OF THIS AGREEMENT AND THE TERMS OF THE ESCROW AGREEMENT.
(E)
AT THE CLOSING, THE DEPOSIT SHALL BE RETURNED TO BUYER UNLESS
BUYER GIVES WRITTEN DIRECTION TO THE ESCROW AGENT TO DELIVER THE DEPOSIT TO
SELLER AS PARTIAL PAYMENT OF THE PURCHASE PRICE.
ARTICLE II
PURCHASE AND SALE OF PROPERTY
2.01
PURCHASE AND SALE OF PROPERTY.
IN CONSIDERATION OF THE PURCHASE
PRICE AND UPON AND SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS HEREINAFTER
SET FORTH, SELLER AGREES TO ASSIGN, SELL AND CONVEY TO BUYER FREE AND CLEAR OF
ANY LIENS AND BUYER AGREES TO PURCHASE AND
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ACCEPT FROM SELLER AT THE CLOSING ON THE CLOSING DATE ALL OF THE RIGHTS, TITLE
AND INTERESTS OF SELLER IN AND TO THE PROPERTY.
THE EXCLUDED ITEMS DO NOT FORM
A PART OF THE PROPERTY.
2.02
PAYMENT OF PURCHASE PRICE.
SUBJECT TO SECTION 2.03 HEREOF, THE
PURCHASE PRICE, LESS THE DEPOSIT IF PREVIOUSLY PAID TO SELLER PURSUANT TO
SECTION 1.03(E), PLUS THE DELAY DAMAGES, IF ANY, SHALL BE PAID BY BUYER TO
SELLER ON THE CLOSING DATE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS FOR
CREDIT TO SELLER TO AN ACCOUNT DESIGNATED BY SELLER IN A LETTER OF DIRECTION TO
BE DELIVERED TO BUYER PRIOR TO THE CLOSING UNDER SECTION 2.03(C).
2.03
CURRENT LIENS.
(A)
ATTACHED HERETO AS EXHIBIT H ARE THE LIENS CURRENTLY AGAINST THE
PROPERTY.
(B)
AT LEAST ONE (1) DAY PRIOR TO CLOSING, SELLER SHALL CAUSE EACH
LIEN HOLDER TO DELIVER TO SELLER'S COUNSEL, (I) PAY-OFF LETTERS AS OF THE
CLOSING; AND (II) EXECUTED MORTGAGE RELEASES, LIEN RELEASES, TERMINATION
STATEMENTS AND OTHER APPROPRIATE DOCUMENTS TO RELEASE OR TERMINATE THE LIENS,
ALL OF WHICH SHALL HAVE BEEN APPROVED AS TO FORM AND SUFFICIENCY BY BUYER,
(COLLECTIVELY, "LIEN RELEASE DOCUMENTS").
(C)
AT THE CLOSING ON THE CLOSING DATE, SELLER SHALL FURNISH BUYER
WITH A WRITTEN LETTER OF DIRECTION FOR THE PAYMENT OF THE PURCHASE PRICE WHICH
SHALL INCLUDE INSTRUCTIONS TO DIRECTLY PAY THE LIEN HOLDERS THE AMOUNTS DUE
PURSUANT TO THE PAY-OFF LETTERS PREVIOUSLY DELIVERED.
(D)
IF THE SELLER'S LENDERS OBJECT TO THE PROCEDURE SET FORTH IN
SECTION 2.03(B) HEREOF, THEN BUYER AGREES TO CHANGE THE PROCEDURE TO ONE
SATISFACTORY TO THE LENDERS, PROVIDED BUYER RECEIVES THE LIEN RELEASE DOCUMENTS
SIMULTANEOUS WITH PAYMENT OF THE PURCHASE PRICE.
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2.04
ALLOCATION OF PURCHASE PRICE.
THE PURCHASE PRICE SHALL BE
ALLOCATED AMONG THE PROPERTY AS OF THE CLOSING DATE AS SET FORTH IN EXHIBIT I.
THIS ALLOCATION SHALL BE BINDING ON BUYER AND SELLER AND USED IN ANY FILINGS
REQUIRED TO BE