AND 00/100 DOLLARS ($101,000,000) ("PURCHASE PRICE").
2.5
EFFECTIVE DATE.
THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE
ON WHICH THIS AGREEMENT IS FULLY EXECUTED AS INDICATED BY THE LATER DATE OF THE
SELLER'S AND BUYER'S SIGNATURES AS SHOWN ON THE SIGNATURE PAGE OF THIS AGREEMENT
("EFFECTIVE DATE").
2.6
DUE DILIGENCE PERIOD.
THE PERIOD BEGINNING ON THE EFFECTIVE DATE
AND ENDING AT 5:00 P.M. ON NOVEMBER 15, 2006.
2.7
CLOSING DATE.
THE CLOSING SHALL OCCUR ON OR BEFORE DECEMBER 13,
2006, SUBJECT TO THE PROVISIONS OF SECTION 16 HEREOF, OR ON SUCH OTHER DATE AS
IS MUTUALLY AGREED UPON BY THE PARTIES ("CLOSING DATE").
2.8
TERMS OF PURCHASE.
(A)
THE DEPOSIT.
A WIRE TRANSFER OR CASHIER'S OR CERTIFIED CHECK IN
THE AMOUNT OF ONE MILLION FOUR HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($1,455,000)
(THE "INITIAL DEPOSIT") SHALL BE DELIVERED TO ESCROW HOLDER BY BUYER WITHIN TWO
(2) BUSINESS DAYS OF THE EFFECTIVE DATE AS A CONDITION TO THE "OPENING OF
ESCROW" AS PROVIDED IN PARAGRAPH 7.2.
WITHIN TWO (2) BUSINESS DAYS AFTER
EXPIRATION OF THE DUE DILIGENCE PERIOD, BUYER SHALL DELIVER AN ADDITIONAL
DEPOSIT OF ONE MILLION FOUR HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($1,455,000)
(THE "ADDITIONAL DEPOSIT").
(THE TERM "DEPOSIT" AS USED HEREIN MEANS THE AMOUNT
HELD BY ESCROW HOLDER UNDER THIS PARAGRAPH AT THE APPLICABLE TIME.)
ESCROW
HOLDER SHALL PLACE THE DEPOSIT IN AN INTEREST-BEARING ACCOUNT AND ALL EARNED
INTEREST SHALL ACCRUE TO THE BUYER'S BENEFIT, UNLESS SELLER IS ENTITLED TO THE
DEPOSIT AS LIQUIDATED DAMAGES UNDER PARAGRAPH 6.4, IN WHICH EVENT THE INTEREST
SHALL ACCRUE TO SELLER'S BENEFIT.
FOR PURPOSES OF THIS AGREEMENT, ANY ACCRUED
INTEREST SHALL BE DEEMED PART OF THE "DEPOSIT".
AT CLOSING THE DEPOSIT SHALL BE
APPLIED TO THE PURCHASE PRICE, SUBJECT TO THE TERMS OF THIS AGREEMENT.
(B)
BUYER'S CASH AT CLOSING.
THE BALANCE OF THE PURCHASE PRICE LESS
THE AMOUNT OF THE DEPOSIT, PLUS ANY OTHER AMOUNTS TO BE PAID BY BUYER UNDER THIS
AGREEMENT, AND SUBJECT TO THE PRORATIONS AND ADJUSTMENTS DESCRIBED IN THIS
AGREEMENT, SHALL BE DELIVERED TO ESCROW HOLDER BY BUYER AS PROVIDED IN
PARAGRAPH 5.3.
(C)
INDEPENDENT CONSIDERATION.
IN ADDITION TO, AND NOT IN LIEU OF THE
DELIVERY TO ESCROW AGENT OF THE DEPOSIT, BUYER SHALL DELIVER TO SELLER,
CONCURRENTLY WITH BUYER'S EXECUTION AND DELIVERY OF THIS
2
AGREEMENT, BUYER'S CHECK, PAYABLE TO THE ORDER OF SELLER, IN THE AMOUNT OF ONE
HUNDRED AND NO/100 DOLLARS ($100.00).
SELLER AND BUYER HEREBY MUTUALLY
ACKNOWLEDGE AND AGREE SAID SUM REPRESENTS ADEQUATE BARGAINED FOR CONSIDERATION
FOR SELLER'S EXECUTION AND DELIVERY OF THIS AGREEMENT AND BUYER'S RIGHT TO HAVE
INSPECTED THE PROPERTY PURSUANT TO ARTICLE 3 HEREOF.
SAID SUM IS IN ADDITION TO
AND INDEPENDENT OF ANY OTHER CONSIDERATION OR PAYMENT PROVIDED FOR IN THIS
AGREEMENT AND IS NONREFUNDABLE IN ALL EVENTS.
2.9
ESCROW.
THE ESCROW ACCOUNT AT THE ESCROW HOLDER WHICH SHALL BE
OPENED AS PROVIDED IN PARAGRAPH 7.2.
2.10
ESCROW HOLDER.
CHICAGO TITLE COMPANY, 16969 VON KARMAN, SUITE 200,
IRVINE, CALIFORNIA 92606; ATTENTION: GEORGE H. BULL, TELEPHONE: (949) 263-0133;
TELECOPY: (949) 263-0356.
2.11