Common use of Contract Deposit Clause in Contracts

Contract Deposit. With the execution of the Contract which shall be no later than December 15, 2010 (time being of the essence), Purchaser will pay a non-refundable deposit in the amount of $4,600,000.00 (the “Downpayment”) to Escrow Agent, which shall consist of an unconditional and irrevocable stand by letter of credit, in a form acceptable to Seller, issued by a bank which is a member of the New York Clearing House Association and that is otherwise reasonably acceptable to Seller, naming Escrow Agent as beneficiary, in the amount of $4,600,000 available for drawing (the “Letter of Credit”). The Downpayment is subject to adjustment in the event Purchaser elects to apply the LOI Deposit against the Downpayment as described above. At the Closing (hereinafter defined), the Letter of Credit shall be returned to Purchaser and shall not be credited against the Purchase Price. If a Closing is not consummated by Seller and Purchaser on or prior to February 21, 2011 for any reason whatsoever other than a material breach of the Contract by Seller or the failure of the Condominium Structure (hereinafter defined) to be approved by the Attorney General of the State of New York (the “Attorney General”) or other required governmental authority, Seller shall retain the Downpayment as liquidated damages and thereafter each party shall be released from any and all obligations and liabilities to the other hereunder, except for the provisions hereof that expressly survive termination of this LOI or the Contract. PROPERTY MATERIALS: Prior to execution of the Contract, Seller shall make available to Purchaser certain written materials with respect to the Property, including, without limitation, property studies and inspection reports (the “Property Reports”). Purchaser expressly acknowledges and agrees that neither Seller nor any of its affiliates, officers, directors, employees, advisors or agents, have made or will be making any representation or warranty as to the content, accuracy or completeness of such Property Reports and Seller shall have no liability to Purchaser resulting from Purchaser’s use or reliance upon the Property Reports. Purchaser is relying entirely on its own evaluation of the Property and is not relying on any representations, warranty, assurance or statement of any kind made by Seller, or any other person or entity acting on behalf of Seller. Purchaser shall maintain the confidentiality of the Property Reports in accordance with the terms of this LOI and if this LOI is terminated for any reason Purchaser shall immediately return all Property Reports and due diligence studies and reports obtained by Purchaser to Seller. The terms of this Section shall survive the termination of this LOI. INSPECTION PERIOD: Following execution of the LOI, the Purchaser shall have a due diligence period up to December 15, 2010 (the “Due Diligence Period”). If the Contract is fully executed prior to December 15, 2010, the Contract shall provide for such Due Diligence Period but in no event shall the LOI Deposit become refundable after 5:00 p.m. Eastern Standard Time on December 15, 2010 unless pursuant to the “LOI Deposit” paragraph above. During the Due Diligence Period, Seller will provide to Purchaser and Purchaser’s consultants and representatives access to the Property at reasonable times and upon prior reasonable notice for Purchaser to conduct such studies, tests and investigations as Purchaser requires to evaluate the condition of the Property. Purchaser shall not conduct any invasive testing without Seller’s prior consent, not to be unreasonably withheld, conditioned or delayed. Purchaser shall indemnify, defend and hold harmless Seller and Seller’s officers, directors, partners, principals, agents, consultants, representatives and advisors (the “Seller Parties”) from and against all damage, cost, loss, liens, claims, liabilities and expenses (including reasonable attorney’s fees) incurred by any of the Seller Parties arising out of such access. Prior to and during the period of any such access Purchaser agrees to obtain and maintain insurance of the types and amounts reasonably required by Seller listing Seller and any other Seller Party requested by Seller as additional insureds.

Contract Deposit. With (1) Simultaneously with the execution of the Contract which shall be no later than December 15, 2010 (time being of the essence), Purchaser will pay a non-refundable deposit in the amount of $4,600,000.00 (the “Downpayment”) to Escrow Agent, which shall consist of an unconditional and irrevocable stand by letter of credit, in a form acceptable to Seller, issued by a bank which is a member of the New York Clearing House Association and that is otherwise reasonably acceptable to Seller, naming Escrow Agent as beneficiary, in the amount of $4,600,000 available for drawing (the “Letter of Credit”). The Downpayment is subject to adjustment in the event Purchaser elects to apply the LOI Deposit against the Downpayment as described above. At the Closing (hereinafter defined), the Letter of Credit shall be returned to Purchaser and shall not be credited against the Purchase Price. If a Closing is not consummated by Seller and Purchaser on or prior to February 21, 2011 for any reason whatsoever other than a material breach of the Contract by Seller or the failure of the Condominium Structure (hereinafter defined) to be approved by the Attorney General of the State of New York (the “Attorney General”) or other required governmental authority, Seller shall retain the Downpayment as liquidated damages and thereafter each party shall be released from any and all obligations and liabilities to the other hereunder, except for the provisions hereof that expressly survive termination of this LOI or the Contract. PROPERTY MATERIALS: Prior to execution of the Contract, Seller shall make available to Purchaser certain written materials with respect to the Property, including, without limitation, property studies and inspection reports (the “Property Reports”). Purchaser expressly acknowledges and agrees that neither Seller nor any of its affiliates, officers, directors, employees, advisors or agents, have made or will be making any representation or warranty as to the content, accuracy or completeness of such Property Reports and Seller shall have no liability to Purchaser resulting from Purchaser’s use or reliance upon the Property Reports. Purchaser is relying entirely on its own evaluation of the Property and is not relying on any representations, warranty, assurance or statement of any kind made by Seller, or any other person or entity acting on behalf of Seller. Purchaser shall maintain the confidentiality of the Property Reports in accordance with the terms of this LOI and if this LOI is terminated for any reason Purchaser shall immediately return all Property Reports and due diligence studies and reports obtained by Purchaser to Seller. The terms of this Section shall survive the termination of this LOI. INSPECTION PERIOD: Following execution of the LOIhereof, the Purchaser shall have remit Five Hundred Eighteen Billion Three Hundred Million Korean Won (KRW518,300,000,000), which is 10% of the Purchase Price per Share multiplied by the number of shares specified in the Bid Shares section of the Purchase Offer ("CONTRACT DEPOSIT"), into a due diligence period up to December 15, 2010 bank account in the name of the Presiding Bank designated by the Financial Advisor (the “Due Diligence Period”"CONTRACT DEPOSIT ACCOUNT"). If The EMD remitted by the Purchaser into the EMD Account and any accrued interest thereon shall be credited to the Contract is fully executed Deposit. (2) Upon remittance of the Contract Deposit by the Purchaser according to Article 2(1), the Sellers shall immediately cause the Presiding Bank to establish a bank account pledge in favor of the Purchaser on the Contract Deposit Account to secure the Purchaser's right to return of the Contract Deposit and interest accrued thereon from the day following the date of remittance (the "CONTRACT DEPOSIT AND INTEREST") under this Agreement. (3) With respect to the "proof of bank account balance exceeding the amount necessary for a tender offer and proof of other funds" ("PROOF OF BANK ACCOUNT BALANCE") of the documents to be attached to the Tender Offer report, the Presiding Bank shall deposit the Contract Deposit and Interest into the Presiding Bank's account in the name of the Purchaser (the "CONTRACT DEPOSIT BALANCE ACCOUNT") on one (1) Business Day prior to December 15the Commencement of Tender Offer, 2010so as to enable the Purchaser to use it as Proof of Bank Account Balance, and, concurrently with the deposit, the Purchaser shall establish a bank account pledge in favor of the Sellers on the Contract Deposit Balance Account to secure the Sellers' claim against the Purchaser for the Contract Deposit and Interest. The Sellers shall provide for such Due Diligence Period but in no event shall the LOI Deposit become refundable after 5:00 p.m. Eastern Standard Time on December 15, 2010 unless pursuant cooperate to the “LOI Deposit” paragraph above. During best of their abilities so that the Due Diligence Period, Seller will provide to Purchaser and Purchaser’s consultants and representatives access to amount in the Property at reasonable times and upon prior reasonable notice Contract Deposit Balance Account may be used as purchase money for Purchaser to conduct such studies, tests and investigations as Purchaser requires to evaluate the condition of tender offer shares on the Property. Purchaser shall not conduct any invasive testing without Seller’s prior consent, not to be unreasonably withheld, conditioned or delayed. Purchaser shall indemnify, defend and hold harmless Seller and Seller’s officers, directors, partners, principals, agents, consultants, representatives and advisors (the “Seller Parties”) from and against all damage, cost, loss, liens, claims, liabilities and expenses (including reasonable attorney’s fees) incurred by any of the Seller Parties arising out of such access. Prior to and during the period of any such access Purchaser agrees to obtain and maintain insurance of the types and amounts reasonably required by Seller listing Seller and any other Seller Party requested by Seller as additional insuredsTender Offer Settlement Date.