MONEY AS
THE RESULT OF ITS
9
DISSATISFACTION WITH ANY ASPECT OF THE DUE DILIGENCE. THE PURCHASE PRICE
REFLECTS THE RESULTS OF THE DUE DILIGENCE.
3.3
INDEMNITY FOR ACCESS.
DURING THE PERIOD BEGINNING UPON MARCH 14, 2006 AND ENDING AT 5:00 P.M. ON THE
DATE OF THIS AGREEMENT, PURCHASER AND ITS EMPLOYEES, AGENTS AND INDEPENDENT
CONTRACTORS HAD THE RIGHT OF REASONABLE ACCESS TO ENTER THE PROPERTY AT NO
CHARGE FOR THE PURPOSE OF MAKING NON-INVASIVE TESTS, SURVEYS AND OBTAINING OTHER
DATA. PURCHASER AGREES TO RESTORE ANY PORTION OF THE PROPERTY DISTURBED PURSUANT
TO THE RIGHTS GRANTED IN THIS SECTION TO ITS PRIOR CONDITION. PURCHASER SHALL
DEFEND, INDEMNIFY AND HOLD SELLER AND THE TRUST HARMLESS FROM ANY CLAIMS,
INCLUDING COSTS AND REASONABLE ATTORNEYS' FEES, RESULTING FROM THE ACTS OF
PURCHASER, ITS EMPLOYEES, AGENTS OR INDEPENDENT CONTRACTORS DURING OR RESULTING
FROM SUCH ENTRY AND SHALL PROVIDE SELLER AND THE TRUST WITH EVIDENCE OF PERSONAL
INJURY AND PROPERTY DAMAGE INSURANCE IN SUCH FORM AS MAY BE REASONABLY
ACCEPTABLE TO SELLER. THE PROVISIONS OF THIS SECTION 3.3 SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
4.
CLOSING
4.1
TIME AND PLACE. THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
HEREBY ("CLOSING") SHALL BE HELD AT THE OFFICES OF THE ESCROW AGENT OR SUCH
OTHER LOCATION AS THE PARTIES SHALL MUTUALLY AGREE, ON OR BEFORE 2:00 P.M.
DALLAS, TEXAS TIME, ON THE FIRST BUSINESS DAY THAT IS THIRTY (30) DAYS AFTER THE
DATE OF THIS AGREEMENT, AS THE SAME MAY BE EXTENDED PURSUANT TO THE TERMS OF
THIS AGREEMENT (THE "CLOSING DATE"). ANY WIRES OF THE PURCHASE PRICE SHALL BE
INITIATED BY PURCHASER NO LATER THAN 10:00 A.M. DALLAS, TEXAS TIME ON THE
CLOSING DATE. AT CLOSING, (A) SELLER AND PURCHASER SHALL PERFORM THE OBLIGATIONS
SET FORTH IN SECTION 4.2 AND SECTION 4.3 HEREOF, RESPECTIVELY, THE PERFORMANCE
OF WHICH OBLIGATIONS SHALL BE CONCURRENT CONDITIONS, AND (B) THE PURCHASE PRICE,
AS ADJUSTED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SHALL BE PAID TO
SELLER THROUGH THE ESCROW AGENT. NOTHING IN THIS SECTION 4.1 SHALL PRECLUDE A
CLOSING THROUGH THE CUSTOMARY CLOSING ESCROW PROCEDURES APPROVED BY SELLER AND
PURCHASER. PURCHASER SHALL HAVE THE RIGHT TO EXTEND THE CLOSING DATE ONCE FOR UP
TO AN ADDITIONAL THIRTY (30) DAYS UPON DELIVERY OF A WRITTEN NOTICE TO SELLER ON
OR BEFORE THREE (3) BUSINESS DAYS PRIOR TO THE CLOSING DATE (THE "EXTENSION
NOTICE"). AN ADDITIONAL DEPOSIT IN THE AMOUNT OF TEN MILLION DOLLARS
($10,000,000) (THE "SECOND ADDITIONAL DEPOSIT") SHALL BE DELIVERED TO THE ESCROW
AGENT WITHIN ONE (1) BUSINESS DAY OF THE DATE OF PURCHASER'S EXTENSION NOTICE IF
PURCHASER ELECTS TO EXTEND CLOSING AS PROVIDED HEREIN, BY FEDERAL WIRE TRANSFER
OF IMMEDIATELY AVAILABLE FUNDS, TO BE HELD IN ESCROW BY ESCROW AGENT PURSUANT TO
THE TERMS OF THE ESCROW AGREEMENT. ONCE DEPOSITED WITH THE ESCROW AGENT, THE
SECOND ADDITIONAL DEPOSIT SHALL BE DEEMED PART OF THE EARNEST MONEY, FOR AN
AGGREGATE DEPOSIT OF TWENTY MILLION DOLLARS ($20,000,000.00). SELLER AND
PURCHASER HEREBY ACKNOWLEDGE THAT SELLER SHALL HAVE NO OBLIGATION TO OBTAIN