DEFINED), INCLUDING WITHOUT LIMITATION ALL RIGHTS OF
SELLER RELATING TO EQUIPMENT OR PROPERTY LOCATED UPON THE REAL ESTATE OR
IMPROVEMENTS, WHICH WILL SURVIVE CLOSING ("INTANGIBLE PROPERTY").
1.2
PROPERTY DEFINED.
THE REAL ESTATE, IMPROVEMENTS, PERSONAL
PROPERTY, LEASES AND INTANGIBLE PROPERTY ARE SOMETIMES COLLECTIVELY REFERRED TO
HEREIN AS THE "PROPERTY".
1
1.3
PERMITTED EXCEPTIONS.
THE PROPERTY SHALL BE CONVEYED SUBJECT TO
THE MATTERS WHICH ARE, OR ARE DEEMED TO BE, PERMITTED EXCEPTIONS PURSUANT TO
ARTICLE II HEREOF (HEREIN REFERRED TO COLLECTIVELY AS THE "PERMITTED
EXCEPTIONS").
1.4
PURCHASE PRICE.
THE PURCHASE PRICE FOR THE PROPERTY SHALL BE SIX
MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($6,250,000.00) ("PURCHASE
PRICE").
1.5
PAYMENT OF PURCHASE PRICE.
THE PURCHASE PRICE, AS INCREASED OR
DECREASED BY PRORATIONS AND ADJUSTMENTS AS HEREIN PROVIDED, SHALL BE PAYABLE IN
FULL AT CLOSING IN CASH BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FEDERAL FUNDS
TO A BANK ACCOUNT DESIGNATED BY SELLER IN WRITING TO PURCHASER PRIOR TO THE
CLOSING.
1.6
EARNEST MONEY.
SIMULTANEOUSLY WITH THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, PURCHASER IS DEPOSITING WITH REPUBLIC TITLE OF TEXAS, INC. (THE
"ESCROW AGENT" OR "TITLE COMPANY"), HAVING ITS OFFICE AT 2626 HOWELL STREET,
10TH FLOOR, DALLAS, TEXAS 75204, ATTENTION: MELVIN MORGAN, THE SUM OF FIFTY
THOUSAND AND NO/100 DOLLARS ($50,000.00) (THE "EARNEST MONEY") IN GOOD FUNDS,
EITHER BY CERTIFIED BANK OR CASHIER'S CHECK OR BY FEDERAL WIRE TRANSFER.
THE
ESCROW AGENT SHALL HOLD THE EARNEST MONEY IN AN INTEREST-BEARING ACCOUNT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
ALL INTEREST
ACCRUING ON SUCH SUM SHALL BECOME A PART OF THE EARNEST MONEY AND SHALL BE
DISTRIBUTED AS EARNEST MONEY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
UPON THE LATTER OF (A) THE EXPIRATION OF THE INSPECTION PERIOD (AS HEREINAFTER
DEFINED), OR (B) PURCHASER'S RECEIPT OF THE CENTEX HOMES ESTOPPEL CERTIFICATE
(AS HEREINAFTER DEFINED), ESCROW AGENT SHALL RELEASE THE EARNEST MONEY TO
SELLER, IT BEING AGREED THAT AT CLOSING SELLER SHALL APPLY THE EARNEST MONEY
TOWARDS PAYMENT OF THE PURCHASE PRICE.
1.7
INDEPENDENT CONTRACT CONSIDERATION.
UPON THE EFFECTIVE DATE,
PURCHASER SHALL DELIVER TO SELLER A CHECK IN THE AMOUNT OF FIFTY DOLLARS
($50.00) (THE "INDEPENDENT CONTRACT CONSIDERATION"), WHICH AMOUNT SELLER AND
PURCHASER HEREBY ACKNOWLEDGE AND AGREE HAS BEEN BARGAINED FOR AND AGREED TO AS
CONSIDERATION FOR SELLER'S EXECUTION AND DELIVERY OF THIS AGREEMENT.
THE
INDEPENDENT CONTRACT CONSIDERATION IS IN ADDITION TO AND INDEPENDENT OF ANY
OTHER CONSIDERATION OR PAYMENT PROVIDED FOR IN THIS AGREEMENT AND IS
NONREFUNDABLE IN ALL EVENTS.
ARTICLE II
TITLE AND SURVEY
2.1
TITLE COMMITMENT.
AS SOON AFTER THE EFFECTIVE DATE AS REASONABLY
PRACTICABLE THROUGH THE USE OF GOOD FAITH EFFORTS BY SELLER, SELLER SHALL CAUSE
THE TITLE COMPANY TO DELIVER TO PURCHASER, AT SELLER'S EXPENSE, (A) A TITLE
COMMITMENT ("COMMITMENT") FOR AN OWNER'S POLICY OF TITLE INSURANCE, ON THE
STANDARD FORM PROMULGATED BY THE TEXAS STATE BOARD OF INSURANCE, ISSUED BY THE
TITLE COMPANY IN THE AMOUNT OF THE PURCHASE PRICE, AND (B) LEGIBLE COPIES OF ALL
INSTRUMENTS REFERENCED IN SCHEDULE B AND SCHEDULE C