ANY INTEREST EARNED ON THE DEPOSIT SHALL
BE CONSIDERED A PART OF THE DEPOSIT AND THE DEPOSIT SHALL BE APPLIED TOWARDS THE
PURCHASE PRICE (AS DEFINED BELOW) AT THE CLOSING.
THE DEPOSIT WILL BE
NON-REFUNDABLE TO PURCHASER EXCEPT AS SPECIFICALLY
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PROVIDED IN THIS AGREEMENT.
IF PURCHASER FAILS TO DEPOSIT THE DEPOSIT ON OR
BEFORE THE DATE FOR PERFORMANCE AS PROVIDED IN THIS PARAGRAPH, THIS AGREEMENT
MAY BE TERMINATED AT SELLER'S OPTION BY WRITTEN NOTICE TO PURCHASER, WHEREBY
THIS AGREEMENT SHALL BE OF NO FURTHER FORCE AND EFFECT, EXCEPT FOR THE
PROVISIONS HEREIN WHICH BY THEIR TERMS EXPRESSLY SURVIVE THE TERMINATION OF THIS
AGREEMENT.
4.
PURCHASE PRICE.
AT THE CLOSING, PURCHASER SHALL DEPOSIT INTO
ESCROW, FOR THE BENEFIT OF SELLER, AN AGGREGATE PURCHASE PRICE OF FORTY FOUR
MILLION DOLLARS ($44,000,000.00) FOR THE PROPERTY (THE "PURCHASE PRICE"), AS
ADJUSTED PURSUANT TO THE TERMS OF THIS AGREEMENT, AND INCLUSIVE OF THE DEPOSIT.
THE PURCHASE PRICE SHALL BE PAYABLE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS, INCLUSIVE OF THE DEPOSIT, AT CLOSING.
5.
ACCESS TO PROPERTY.
FROM THE EFFECTIVE DATE TO THE EARLIER OF
THE CLOSING OR THE TERMINATION OF THIS AGREEMENT, SELLER SHALL AND SHALL CAUSE
EACH SELLER PARTY TO, UPON REASONABLE NOTICE, (A) AFFORD TO THE OFFICERS,
EMPLOYEES, ACCOUNTANTS, COUNSEL AND OTHER REPRESENTATIVES OF PURCHASER (EACH A
"PURCHASER REPRESENTATIVE"), REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS, TO
THE PROPERTY AND ALL BOOKS AND RECORDS RELATING THERETO (INCLUDING ANY DOCUMENTS
GOVERNING EACH PLAN (HEREINAFTER DEFINED), INCLUDING DESCRIPTIONS OF EACH PLAN
THAT ARE PROVIDED TO THE FACILITY EMPLOYEES); PROVIDED THAT NOTHING HEREIN SHALL
REQUIRE THE PROVISION OF SUCH ACCESS TO THE EXTENT IT WOULD UNREASONABLY
INTERFERE WITH THE NORMAL BUSINESS OPERATIONS OF ANY SELLER PARTY OR INTERFERE
UNREASONABLY OR OTHERWISE DISTURB THE RESIDENTS OF THE PROPERTY; (B) FURNISH TO
PURCHASER AND THE PURCHASER REPRESENTATIVES SUCH ADDITIONAL FINANCIAL AND
OPERATING DATA AND OTHER INFORMATION REGARDING THE PROPERTY AS PURCHASER OR THE
PURCHASER REPRESENTATIVES MAY FROM TIME TO TIME REASONABLY REQUEST IN CONNECTION
WITH THE TRANSACTIONS
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CONTEMPLATED BY THIS AGREEMENT, (C) PERMIT THE PURCHASER REPRESENTATIVES TO
PERFORM, DURING NORMAL BUSINESS HOURS, INVESTIGATIONS WITH RESPECT TO TITLE,
SURVEY, STRUCTURAL AND ENVIRONMENTAL MATTERS AFFECTING THE PROPERTY AT SUCH
REASONABLE TIMES AS THE PURCHASER REPRESENTATIVES MAY REASONABLY REQUEST,
PROVIDED, HOWEVER, THAT ANY INVASIVE ENVIRONMENTAL SAMPLING, TESTING OR ANALYSIS
PROPOSED BY A PURCHASER REPRESENTATIVE SHALL BE SUBJECT TO SELLER'S PRIOR
WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD, AND (D) PERMIT THE
PURCHASER REPRESENTATIVES TO MEET WITH AND INTERVIEW THE FACILITY EMPLOYEES (AS
HEREINAFTER DEFINED) AND RESIDENTS.
PURCHASER SHALL BE LIABLE FOR ANY DAMAGE OR
INJURY CAUSED BY PURCHASER OR ANY PURCHASER REPRESENTATIVE DURING ANY ENTRY ONTO
THE PROPERTY WHILE EXERCISING SUCH RIGHTS.
6.
DEED, BILL OF SALE AND ASSIGNMENTS.
TITLE TO THE REAL PROPERTY
WILL BE CONVEYED BY A SPECIAL WARRANTY DEED SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT 2A AND 2B (THE "DEED").
TITLE TO THE PERSONAL PROPERTY WILL
BE CONVEYED BY BILL OF SALE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT 3