Agreement Of Purchase And Sale (Page 5 of 30) in pdf

prorated portion of the annual property taxes and utilities to Landlord as additional rent, containing the

terms herein relating to renewal and term of the lease, and containing such other provisions as the parties

may agree. If Purchaser desires to exercise the Lease Option, it shall give notice to Purchaser of such

fact at least seven (7) days prior to the Closing Date; provided, however, if Purchaser elects to extend the

Closing Date pursuant to Section 7.1, then Seller shall have the right to rescind its Lease Option and/or to

give another notice of its election to exercise its Lease Option (which rights may be exercised by Seller

each time Purchaser exercises its rights under Section 7.1) for a different period (so long as such period is

six [6] months or less commencing from the date of the Closing Date, as revised, and so long as the same

is delivered at least seven [7] days prior to the revised Closing Date).

ARTICLE 3 - Earnest Money

3.1

Deposit and Investment of Initial Earnest Money. Within three (3) business days after

the Effective Date, Purchaser shall deposit the Initial Earnest Money with Title Company. Title Company

shall invest the Initial Earnest Money in government insured interest-bearing accounts satisfactory to

Seller and Purchaser, shall not commingle the Initial Earnest Money with any funds of Title Company or

others, and shall promptly provide Purchaser and Seller with confirmation of the investments made. Such

account shall have no penalty for early withdrawal, and Purchaser accepts all risks with regard to such

account.

3.2

Independent Consideration. Simultaneously with the delivery of the Initial Earnest

Money to the Title Company by the Purchaser, Purchaser shall pay to Seller One Hundred and No/100

Dollars ($100.00) as independent consideration for Seller’s performance under this Agreement

(“Independent Consideration”), which shall be retained by Seller in all instances, and shall not be applied

against the Purchase Price.

3.3

Form; Failure to Deposit. The Initial Earnest Money and Independent Consideration

shall be in the form of a certified or cashier’s check or the wire transfer to Title Company of immediately

available U.S. federal funds. If Purchaser fails to timely deposit any portion of the Initial Earnest Money

or the Independent Consideration within the time periods required, Seller may terminate this Agreement

by written notice to Purchaser, and thereafter the parties hereto shall have no further rights or obligations

hereunder, except for rights and obligations which, by their terms, survive the termination hereof.

3.4

Disposition of Initial Earnest Money. The Initial Earnest Money shall be released to

Seller at the expiration of the Inspection Period and shall be applied as a credit to the Purchase Price at

Closing. The Additional Earnest Money shall also be applied as a credit to the Purchase Price at Closing

if Closing occurs. If Purchaser elects to terminate this Agreement prior to the expiration of the Inspection

Period pursuant to Section 4.4, Title Company shall pay the entire Initial Earnest Money to Purchaser

one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser (as long

as the current investment can be liquidated and disbursed in one business day). No notice to Title

Company from Seller shall be required for the release of the Initial Earnest Money to Purchaser by Title

Company if Purchaser terminates this Agreement pursuant to Section 4.4. In the event of a termination of

this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.4, Title

Company is authorized to deliver the Initial Earnest Money to the party hereto entitled to same pursuant

to the terms hereof on or before the tenth (10th) business day following receipt by Title Company and the

non-terminating party of written notice of such termination from the terminating party, unless the other

party hereto notifies Title Company that it disputes the right of the other party to receive the Initial

Earnest Money. In such event, Title Company may interplead the Initial Earnest Money into a court of

competent jurisdiction in the county in which the Initial Earnest Money has been deposited. All

attorneys’ fees and costs and Title Company’s costs and expenses incurred in connection with such

Page

H-Earnest Money Contract

Agreement Of Purchase And Sale Page 5

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