SECTION I
AGREEMENTTO PURC HASE THE REALPR OPERTY
1.01 Purchase and Sale of the Real Property. Pursuant to the terms and subject to the conditions set forth in this Agreement, and in consideration of the payment of the Purchase Price (as defined in Section 1.02 of this Agreement), Seller shall sell a one-half fee simple title in and to the Park Property to Buyer as tenants in common, and Buyer shall purchase such one-half fee simple title as tenants in common and to the Park Property from Seller, at the Closing (as defined in Section 6.06 of this Agreement).
For purposes of this Agreement, the Park Property shall include, but not be limited to, all of Seller's interests in the following:
Property;
a. All buildings, structures, and improvements to the Park b. All easements and rights-of-way relating to or appurtenant to the Park Property;
c. All minerals, oils, gas and other hydrocarbons located on or under the Park Property not otherwise encumbered; and
1.02 Purchase Price. The purchase price to be paid by Buyer to Seller for the Park Property shall be Five Hundred Forty Thousand and 00/100 Dollars ($540,000.00) (the "Purchase Price"). The Purchase Price constitutes the total consideration payable by Buyer to Seller for the Park Property.
1.03 Payment of Purchase Price. The Purchase Price shall be paid by Buyer to Seller as follows:
a. The sum of Thirty Thousand and 00/100 Dollars ($30,000.00) shall be deposited with Escrow Holder within fifteen (15) business days of the opening of Escrow (the "Deposit"). Subject to the terms and conditions of this Agreement, the Deposit shall be returned to Buyer in the event that Buyer does not approve the condition of the Park Property prior to the expiration of the Contingency Period as provided in Section 2.02 of this Agreement. The Deposit also shall be refundable to Buyer if the Escrow (as defined below) fails to close by the Closing Date (as defined below) on account of (i) the failure of any of the conditions precedent set forth in Section 5.02 of this Agreement, (ii) Seller's material breach of any other obligation hereunder or (iii) cancellation of this Agreement by Buyer in accordance with Sections 3.02(a) or 5.03 of this Agreement. If Escrow closes, then Escrow Holder shall apply the Deposit (and all interest earned thereon) against the Purchase Price. At Buyer's election, the Deposit shall be held in an interest-bearing account and all interest earned on the Deposit shall accrue to the benefit of Buyer.
2 b. Prior to the Closing, Buyer shall deposit with Escrow Holder the remainder of the Purchase Price, which is Five Hundred Ten Thousand and 00/100 Dollars ($510,000.00) (the "Remainder Purchase Price").
1.04 LIQUIDATED DAMAGES. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN THE EVENT THAT THE
ESCROW FAILS TO CLOSE DUE TO A MATERIAL BREACH OF OR DEFAULT BY BUYER WHICH REMAINS UNCURED FOR FIVE (5) BUSINESS DAYS AFTER
NOTICE OF THE SAME IS GIVEN TO BUYER IN WRITING, THEN SELLER SHALL
RETAIN THE AMOUNT OF THE DEPOSIT AS LIQUIDATED DAMAGES, AND NOT AS
A PENALTY AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER AT LAW OR OTHERWISE. THE AMOUNT OF SELLER'S ACTUAL DAMAGES IN THE EVENT
OF BUYER'S BREACH OR DEFAULT WOULD BE EXTREMELY DIFFICULT OR
IMPRACTICABLE TO ASCERTAIN, AND THE AMOUNT SET FORTH ABOVE AS
LIQUIDATED DAMAGES HAS BEEN AGREED UPON BY SELLER AND BUYER AFTER SPECIFIC NEGOTIATION. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS SECTION 1.04, THE PARTIES AGREE THAT THE AMOUNT SET
FORTH ABOVE REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL
DAMAGES WHICH SELLER WOULD INCUR IN THE CASE OF SUCH BREACH OR DEFAULT BY BUYER. BY INITIALING THE SPACES WHICH FOLLOW, SELLER
AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THIS SECTION 1.04 CONCERNING LIQUIDATED DAMAGES IN THE EVENT OF A DEFAULT BY BUYER.
Buyer's Initials
1.05 Possession. Buyer acknowledges that it is currently in possession of the Park Property pursuant to that certain existing lease (the "Lease") between Buyer and Seller. Seller hereby agrees and acknowledges that Buyer will have the right to immediately non-exclusively possess the Park Property, following the Close of Escrow, subject to the Agreement and Covenant. Additionally, the existing Lease shall immediately terminate upon Closing.
SECTION II
PHYSICAL CONDITION OF THE PARK PROPERTY: INSPECTION
2.01 Due Diligence Materials. No later than five (5) business days following the Effective Date, Seller shall provide Buyer with access to or legible copies of all of Seller's files regarding the entitlement, development, physical condition, environmental history and management of the Park Property; the Leases; insurance policies for the Park Property for the last three (3) years; the latest three years' tax bills for the Park Property; any and all reports, documents, notices and disclosures concerning the environmental condition of the Park Property (the "Environmental Reports"); any and all reports, documents or disclosures concerning governmental matters; all as-built and other plans and blue-prints for the Park Property; all surveys and soils and engineering 3