OF ITS AFFILIATES.
4.
EARNEST MONEY DEPOSIT.
SELLER AND PURCHASER HAVE EXECUTED AND
DELIVERED TO EACH OTHER AND REPUBLIC TITLE OF TEXAS, INC. (LOCATED AT
2626 HOWELL STREET, 10TH FLOOR, DALLAS, TEXAS 75204) ("ESCROW AGENT") THE ESCROW
AGREEMENT BETWEEN SELLER, PURCHASER AND ESCROW AGENT IN THE FORM ATTACHED HERETO
AS EXHIBIT F ("EARNEST MONEY ESCROW AGREEMENT").
PURCHASER WILL DEPOSIT THREE MILLION AND NO/100 DOLLARS ($3,000,000.00)
("EARNEST MONEY DEPOSIT") WITH ESCROW AGENT, WITHIN THREE (3) BUSINESS DAYS (AS
DEFINED IN SECTION 20(E) OF THIS AGREEMENT) AFTER MUTUAL EXECUTION AND DELIVERY
OF THIS AGREEMENT BY THE PARTIES HERETO, BY FEDERALLY INSURED WIRE TRANSFER TO
THE ACCOUNT OF ESCROW AGENT PURSUANT TO THE WIRE TRANSFER INSTRUCTIONS PROVIDED
TO PURCHASER BY ESCROW AGENT. IN THE EVENT THAT THE EARNEST MONEY DEPOSIT
(AND/OR ANY INTEREST THEREON) IS REQUIRED TO BE PAID TO SELLER OR PURCHASER
PURSUANT TO THE TERMS OF THIS AGREEMENT, SELLER AND PURCHASER WILL EACH EXECUTE
AND DELIVER TO ESCROW AGENT A WRITTEN DIRECTION TO DISBURSE THE EARNEST MONEY
DEPOSIT (AND/OR SUCH INTEREST) TO SUCH PERSON.
5.
INDEPENDENT CONSIDERATION.
UPON EXECUTION OF THIS AGREEMENT,
PURCHASER HAS DELIVERED TO SELLER, AND SELLER ACKNOWLEDGES RECEIPT OF, FIFTY AND
NO/100 DOLLARS ($50.00) (THE "INDEPENDENT CONSIDERATION"), AS CONSIDERATION FOR
PURCHASER'S RIGHT TO PURCHASE THE PROPERTY AND FOR SELLER'S EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT.
THE INDEPENDENT CONSIDERATION IS IN ADDITION
TO AND INDEPENDENT OF ANY OTHER CONSIDERATION OR PAYMENT PROVIDED FOR IN THIS
AGREEMENT, IS NON-REFUNDABLE AND SHALL BE RETAINED BY SELLER NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT.
6.
DUE DILIGENCE.
(A)
SUBJECT TO THE RIGHTS OF TENANTS AT THE PROPERTY, PURCHASER AND
ANY REPRESENTATIVES DESIGNATED BY PURCHASER MAY, AT PURCHASER'S EXPENSE, AT
REASONABLE TIMES AND UPON REASONABLE PRIOR NOTICE TO SELLER, TO THE EXTENT
REASONABLY NECESSARY IN CONNECTION WITH THE PURCHASE OF THE PROPERTY,
(A) INSPECT ANY DOCUMENTS AND MATERIALS RELATED TO THE PROPERTY WHICH ARE IN THE
POSSESSION OF SELLER, EXCEPT AS EXCLUDED AS PROVIDED BELOW (COLLECTIVELY, THE
"EVALUATION MATERIALS") ON THE EXPRESS CONDITION THAT PURCHASER AGREES TO TREAT
THE EVALUATION MATERIALS CONFIDENTIAL, AS PROVIDED IN THIS AGREEMENT, AND
(B) INSPECT THE REAL PROPERTY (PROVIDED THAT SUCH INSPECTIONS OF THE REAL
PROPERTY SHALL BE NON-INVASIVE EXCEPT TO THE EXTENT APPROVED IN WRITING BY
SELLER IN ITS SOLE AND ABSOLUTE DISCRETION) (COLLECTIVELY, "INSPECTIONS").
PURCHASER ACKNOWLEDGES AND AGREES THAT THE EVALUATION MATERIALS ARE BEING
PROVIDED BY SELLER AS AN ACCOMMODATION TO PURCHASER AND WITHOUT REPRESENTATION,
RECOURSE OR WARRANTY BY SELLER AS TO THE ACCURACY OR COMPLETENESS THEREOF OR THE
SUITABILITY OF THE INFORMATION CONTAINED THEREIN FOR ANY PURPOSE WHATSOEVER,
UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT.
ALL ACTIONS TAKEN BY OR
ON BEHALF OF PURCHASER SHALL BE IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES
AND REGULATIONS OF THE APPROPRIATE GOVERNMENTAL AUTHORITIES HAVING JURISDICTION
OVER THE REAL PROPERTY.
IN ADDITION, SUBJECT TO THE RIGHTS OF TENANTS AT THE
PROPERTY, PURCHASER SHALL HAVE THE RIGHT TO INTERVIEW THE TENANTS UNDER THE
LEASES, DURING REASONABLE BUSINESS HOURS AND UPON NOT LESS THAN THREE (3)
BUSINESS DAYS'