Common use of Purchase Price; Prorations Clause in Contracts

Purchase Price; Prorations. The purchase price payable by Purchaser to Seller for the conveyance of title to the Property shall be Twenty One Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.00), subject to increase under the conditions and by the amount described in Section 2.02(c) hereof (the "Purchase Price"), payable as follows: (a) One Hundred Thousand and 00/100 Dollars ($100,000.00) (such amount, together with any and all interest accrued thereon, hereinafter collectively referred to as, the "Initial Deposit") on the date hereof by check, subject to collection, payable to the order of Escrow Agent, to be held by Escrow Agent pursuant to and in accordance with the provisions of Section 4.05 hereof. In addition, unless Purchaser shall elect to terminate this Agreement before the expiration of the Diligence Period in accordance with the provisions of Section 4.04(a)(iii) hereof, Purchaser shall, on the first business day following the expiration of the Diligence Period, deliver to Escrow Agent, by wire transfer of immediately available funds to an account designated by Escrow Agent not later than two (2) business days prior to the expiration of the Diligence Period (the "Escrow Account"), an additional Four Hundred Thousand and 00/100 Dollars ($400,000.00) deposit (such amount, together with any interest earned thereon, being hereinafter referred to as the "Additional Deposit"; the Initial Deposit and the Additional Deposit, together with any Supplemental Deposit delivered by Purchaser pursuant to Section 6.11 hereof, are hereinafter collectively referred to as the "Deposit"). In the event Purchaser shall fail to deliver the Additional Deposit as provided herein, such failure shall constitute a material default by Purchaser under this Agreement and thereupon Seller shall be entitled to terminate this Agreement upon written notice to Purchaser and retain the entire Initial Deposit as and for liquidated damages. Purchaser acknowledges that after the expiration of the Diligence Period, the Deposit is absolutely non-refundable, except (i) in the event of a failure of a condition precedent to Purchaser's obligation to close, or (ii) upon the occurrence of a default hereunder by Seller, or (iii) as otherwise expressly provided in this Agreement; and (b) Twenty One Million One Hundred Thousand and 00/100 Dollars ($21,100,000.00), representing the balance of the Purchase Price (subject to any increase as provided in Section 2.02(c) hereof), on the Closing Date by wire transfer of immediately available United States federal funds to the account or accounts designated by Seller not later than two business days prior to the Closing Date. Any wire transfer on the Closing Date shall be made by 11:00 A.M., Eastern Standard Time, on such date. (c) Under this Agreement, Purchaser will be purchasing the Property free and clear of the Existing Indebtedness. However, under the terms of the Existing Indebtedness a prepayment premium will required to be paid by Seller to Lender at the time that Seller satisfies the Existing Indebtedness in connection with the sale to Purchaser. Seller and Purchaser have agreed that (i) if, on the second business day preceding the Closing Date (including actual extension thereof permitted or granted under this Agreement), the then most-recently published (at http://www.federalreserve.go▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇.▇▇▇) ▇-▇▇▇▇ ▇▇▇/or 10-year Constant Maturity Yield Index (weekly) is lower than 3.99% or 4.25%, respectively, and (ii) if by reason of such lower rate(s) on the Constant Maturity Yield Index the prepayment premium payable by Seller shall exceed $1,320,000.00 based on the methodology shown in EXHIBIT E hereto, then the Purchase Price payable by Purchaser to Seller on the Closing Date shall be increased by the amount of the prepayment premium payable by Seller under the Existing Indebtedness in excess of $1,320,000.00. (d) Purchaser acknowledges that the Property is net leased to the Lessee pursuant to the Net Lease and that the Basic Rent (as defined in the Net Lease) is payable monthly in advance directly by Lessee to Lender and that Lender deducts debt service due to Lender pursuant to the Mortgage Notes for the preceding month and remits the excess to Seller (such excess hereinafter referred to as the "Excess Monthly Cash Flow"). On the Closing Date, the Excess Monthly Cash Flow shall be apportioned between Seller and Purchaser as of 11:59 P.M. on the day immediately preceding the Closing Date and there shall be no other apportionments, prorations or adjustments between Seller and Purchaser. (e) Seller shall, on the Closing Date, cause the Existing Indebtedness to be satisfied. It is understood that Purchaser is purchasing the Property subject to the Net Lease and the other Property Material Agreements (other than the Existing Loan Documents) and all other Existing Agreements, if any, which obligations shall survive the purchase by Purchaser.

Purchase Price; Prorations. The (a) Subject to the terms and conditions of this Agreement, and in full consideration for the sale, assignment, transfer, and delivery of the Property by the Seller to the Purchaser, the aggregate purchase price payable by Purchaser to Seller for the conveyance of title to the Property shall be Twenty One Twenty-Four Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.0024,000,000.00) (the “Purchase Price”), subject to increase under paid in accordance with the conditions and by the amount described in Section 2.02(c) hereof (the "Purchase Price"), payable as followsfollowing: (ai) One Hundred Thousand At Closing, Purchaser shall assume the Assumed Liabilities; and (ii) At Closing, Purchaser shall pay or cause to be paid to Seller, via wire transfer of immediately available funds, the amount of Twenty-Four Million and 00/100 Dollars ($100,000.0024,000,000.00) (such amount, together with any and all interest accrued thereon, hereinafter collectively referred to as, the "Initial Deposit"“Closing Cash”). (b) on The Closing Cash shall be paid by the date hereof by check, subject to collection, payable Purchaser pursuant to the order following terms: (i) On or about the Effective Date, Purchaser deposited the sum of Escrow AgentFive Hundred Thousand Dollars ($500,000.00) with Landmark Abstract (the “Title Company”) which, to be held by Escrow Agent pursuant to and in accordance with as of the provisions of Section 4.05 hereof. In additionEffective Date, unless Purchaser shall elect to terminate become the deposit under this Agreement before (the “Deposit”). The Deposit shall be fully refundable to Purchaser until the expiration of the Due Diligence Period in accordance with the provisions of Section 4.04(a)(iii) hereof, Purchaser shall, on the first business day following and as otherwise set forth herein. Upon the expiration of the Due Diligence Period, deliver one-half of the Deposit shall be released to Escrow Agentthe Seller to be used solely for expenditures at the Facility. At the Closing, the balance of the Deposit shall be released to Seller and the Purchaser shall receive a credit against the Closing Cash in the amount of the Deposit. If this Agreement is terminated prior to Closing, the Deposit shall be paid to or retained by wire transfer Seller as liquidated damages, or otherwise refunded to Purchaser or disbursed as provided for in Section 15; and (ii) On the Closing Date (hereinafter defined), the balance of the Purchase Price, adjusted in accordance with this Agreement, paid to Seller by federally wired immediately available funds funds. (c) Purchaser and Seller hereby agree upon the allocation statement included on Exhibit B (the “Allocation Statement”) setting forth the value of each Facility that shall be used in connection with this Agreement and for the allocation of the Purchase Price among the Property in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. Purchaser and Seller shall report and file all tax returns (including any amended tax returns and claims for refund) consistent with such mutually agreed upon Purchase Price allocation included in the Allocation Statement and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Purchaser and Seller shall file or cause to an account designated by Escrow Agent not later than be filed any and all forms (including U.S. Internal Revenue Service Form 8594), statements and schedules with respect to such allocation, including any required amendments to such forms. Notwithstanding the foregoing, at least two (2) business days prior to the expiration Closing, Purchaser and Seller shall agree upon an allocation of the Diligence Period (Purchase Price solely for the "Escrow Account")purpose of determining realty transfer tax in connection with the recording of the deeds, an additional Four Hundred Thousand and 00/100 Dollars ($400,000.00) deposit (such amountallocation shall not exceed 100% of the current value of the Real Property, together with any interest earned thereon, being hereinafter referred to as the "Additional Deposit"; same is set forth on the Initial Deposit most recently available tax bills. (d) Unless otherwise prorated between Existing Operator and New Operator in accordance with the Additional Depositterms of the OTA, together with any Supplemental Deposit delivered by Purchaser pursuant to Section 6.11 hereof, are hereinafter collectively referred to as the "Deposit"). In the event Purchaser shall fail to deliver the Additional Deposit as provided herein, such failure shall constitute a material default by Purchaser under this Agreement and thereupon Seller following items shall be entitled to terminate this Agreement upon written notice to apportioned between Purchaser and retain Seller at the entire Initial Deposit Closing between periods prior to Closing and periods following Closing, as and for liquidated damages. Purchaser acknowledges that after the expiration of the Diligence Period, the Deposit is absolutely non-refundable, except Closing Date: (i) Real estate taxes, assessments (other than special assessments), personal property taxes, and water, vault and sewer charges, as well as any other governmental charges or taxes assessed on the Property, based on the rates and assessed valuation applicable in the event fiscal year for which assessed; provided that if the Closing shall occur before the real estate tax rate or personal property tax rate is fixed, the apportionment of a failure said taxes shall be based on the most recently ascertainable tax bill for the real estate tax fiscal year and shall be re-prorated following receipt of a condition precedent the actual bill with respect to Purchaser's obligation the applicable period. Allocation of real estate taxes billed with respect to closethe Property to yearly periods shall be determined in accordance with local custom, or as determined by the Title Company. (ii) upon All charges and payments for utility services; provided that if there is no meter or if the occurrence current bill for any of a default hereunder by Sellersuch utilities has not been issued prior to the Closing Date, or then such charges shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued; provided further, to the extent possible, Seller shall terminate its accounts with the utility service providers and Purchaser shall establish its accounts with such utility service providers effective on the Closing Date, in which event, there shall be no proration for such utility services. (iii) Except as otherwise set forth herein, any errors in prorations and adjustments pursuant to this Section 2(c) may be corrected by the Parties after the Closing. The obligations of the Parties under this Section 2(c) shall survive the Closing. (e) Except as expressly provided in this Agreement; and (b) Twenty One Million One Hundred Thousand , prorations and 00/100 Dollars ($21,100,000.00), representing adjustments of items of income and expense for the balance of the Purchase Price (subject to any increase as provided in Section 2.02(c) hereof), on the Closing Date by wire transfer of immediately available United States federal funds to the account or accounts designated by Seller not later than two business days prior to the Closing Date. Any wire transfer on the Closing Date shall Facility will be made by 11:00 A.M., Eastern Standard Time, on such date. (c) Under this Agreement, Purchaser will be purchasing the Property free between Existing Operator and clear of the Existing Indebtedness. However, under New Operator pursuant to the terms of the Existing Indebtedness a prepayment premium will required to be paid by Seller to Lender at the time that Seller satisfies the Existing Indebtedness in connection with the sale to Purchaser. Seller and Purchaser have agreed that (i) if, on the second business day preceding the Closing Date (including actual extension thereof permitted or granted under this Agreement), the then most-recently published (at http://www.federalreserve.go▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇OTA.▇▇▇) ▇-▇▇▇▇ ▇▇▇/or 10-year Constant Maturity Yield Index (weekly) is lower than 3.99% or 4.25%, respectively, and (ii) if by reason of such lower rate(s) on the Constant Maturity Yield Index the prepayment premium payable by Seller shall exceed $1,320,000.00 based on the methodology shown in EXHIBIT E hereto, then the Purchase Price payable by Purchaser to Seller on the Closing Date shall be increased by the amount of the prepayment premium payable by Seller under the Existing Indebtedness in excess of $1,320,000.00. (d) Purchaser acknowledges that the Property is net leased to the Lessee pursuant to the Net Lease and that the Basic Rent (as defined in the Net Lease) is payable monthly in advance directly by Lessee to Lender and that Lender deducts debt service due to Lender pursuant to the Mortgage Notes for the preceding month and remits the excess to Seller (such excess hereinafter referred to as the "Excess Monthly Cash Flow"). On the Closing Date, the Excess Monthly Cash Flow shall be apportioned between Seller and Purchaser as of 11:59 P.M. on the day immediately preceding the Closing Date and there shall be no other apportionments, prorations or adjustments between Seller and Purchaser. (e) Seller shall, on the Closing Date, cause the Existing Indebtedness to be satisfied. It is understood that Purchaser is purchasing the Property subject to the Net Lease and the other Property Material Agreements (other than the Existing Loan Documents) and all other Existing Agreements, if any, which obligations shall survive the purchase by Purchaser.

Purchase Price; Prorations. The (a) Subject to the terms and conditions of this Agreement, and in full consideration for the sale, assignment, transfer, and delivery of the Property by the Seller to the Purchaser, the aggregate purchase price payable by Purchaser to Seller for the conveyance of title to the Property shall be Twenty Thirty-One Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.0031,000,000) (the “Purchase Price”), subject to increase under paid in accordance with the conditions and by the amount described in Section 2.02(c) hereof (the "Purchase Price"), payable as followsfollowing: (ai) At Closing, Purchaser shall assume the Assumed Liabilities; and (ii) At Closing, Purchaser shall pay or cause to be paid to Seller, via wire transfer of immediately available funds, the amount of Thirty-One Hundred Thousand and 00/100 Million Dollars ($100,000.0031,000,000.00) (such amountthe “Closing Cash”). (b) The Closing Cash shall be paid by the Purchaser pursuant to the following terms: (i) On the date hereof, Purchaser shall deposit in escrow the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Initial Deposit”) with Landmark Abstract (the “Title Company”). The Initial Deposit shall be fully refundable to Purchaser until the expiration of the Due Diligence Period and as otherwise set forth herein. Upon the expiration of the Due Diligence Period, Purchaser shall deposit in escrow the additional sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Second Deposit” and together with any and all interest accrued thereon, hereinafter collectively referred to asthe Initial Deposit, the "Initial “Deposit"”) on with the date hereof by check, subject to collection, payable to the order of Escrow Agent, to Title Company. The Deposit shall be held by Escrow Agent pursuant to and the Title Company in accordance with the provisions of Section 4.05 hereofan escrow agreement among Seller, Purchaser and the Title Company in form and substance acceptable to the Parties. In additionThe Deposit shall be paid to Seller at the Closing, unless in which case Purchaser shall elect to terminate receive a credit against the Closing Cash. If this Agreement before is terminated prior to Closing, the expiration Deposit shall be paid to Seller as liquidated damages, or otherwise refunded to Purchaser or disbursed as provided for in Section 15; and (ii) On the Closing Date (hereinafter defined), the balance of the Diligence Period Purchase Price, adjusted in accordance with this Agreement, paid to Seller by federally wired immediately available funds. (c) Purchaser and Seller hereby agree upon the allocation statement included on Exhibit B (the “Allocation Statement”) setting forth the value of each Facility that shall be used in connection with this Agreement and for the allocation of the Purchase Price among the Property in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of Section 4.04(a)(iiistate or local tax law) hereofor any successor provision. Purchaser and Seller shall report and file all tax returns (including any amended tax returns and claims for refund) consistent with such mutually agreed upon Purchase Price allocation included in the Allocation Statement and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Purchaser and Seller shall file or cause to be filed any and all forms (including U.S. Internal Revenue Service Form 8594), Purchaser shallstatements and schedules with respect to such allocation, on including any required amendments to such forms. Notwithstanding the first business day following the expiration of the Diligence Periodforegoing, deliver to Escrow Agent, by wire transfer of immediately available funds to an account designated by Escrow Agent not later than at least two (2) business days prior to the expiration Closing, Purchaser and Seller shall agree upon an allocation of the Diligence Period (Purchase Price solely for the "Escrow Account")purpose of determining realty transfer tax in connection with the recording of the deeds, an additional Four Hundred Thousand and 00/100 Dollars ($400,000.00) deposit (such amountallocation shall not exceed 100% of the current value of the Real Property, together with any interest earned thereon, being hereinafter referred to as the "Additional Deposit"; same is set forth on the Initial Deposit most recently available tax bills. (d) Unless otherwise prorated between Existing Operator and New Operator in accordance with the Additional Depositterms of the OTA, together with any Supplemental Deposit delivered by Purchaser pursuant to Section 6.11 hereof, are hereinafter collectively referred to as the "Deposit"). In the event Purchaser shall fail to deliver the Additional Deposit as provided herein, such failure shall constitute a material default by Purchaser under this Agreement and thereupon Seller following items shall be entitled to terminate this Agreement upon written notice to apportioned between Purchaser and retain Seller at the entire Initial Deposit Closing between periods prior to Closing and periods following Closing, as and for liquidated damages. Purchaser acknowledges that after the expiration of the Diligence Period, the Deposit is absolutely non-refundable, except Closing Date: (i) Real estate taxes, assessments (other than special assessments), personal property taxes, and water, vault and sewer charges, as well as any other governmental charges or taxes assessed on the Property, based on the rates and assessed valuation applicable in the event fiscal year for which assessed; provided that if the Closing shall occur before the real estate tax rate or personal property tax rate is fixed, the apportionment of a failure said taxes shall be based on the most recently ascertainable tax bill for the real estate tax fiscal year and shall be re-prorated following receipt of a condition precedent the actual bill with respect to Purchaser's obligation the applicable period. Allocation of real estate taxes billed with respect to closethe Property to yearly periods shall be determined in accordance with local custom, or as determined by the Title Company. (ii) upon All charges and payments for utility services; provided that if there is no meter or if the occurrence current bill for any of a default hereunder by Sellersuch utilities has not been issued prior to the Closing Date, or then such charges shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued; provided further, to the extent possible, Seller shall terminate its accounts with the utility service providers and Purchaser shall establish its accounts with such utility service providers effective on the Closing Date, in which event, there shall be no proration for such utility services. (iii) Except as otherwise set forth herein, any errors in prorations and adjustments pursuant to this Section 2(c) may be corrected by the Parties after the Closing. The obligations of the Parties under this Section 2(c) shall survive the Closing. (e) Except as expressly provided in this Agreement; and (b) Twenty One Million One Hundred Thousand , prorations and 00/100 Dollars ($21,100,000.00), representing adjustments of items of income and expense for the balance of the Purchase Price (subject to any increase as provided in Section 2.02(c) hereof), on the Closing Date by wire transfer of immediately available United States federal funds to the account or accounts designated by Seller not later than two business days prior to the Closing Date. Any wire transfer on the Closing Date shall Facility will be made by 11:00 A.M., Eastern Standard Time, on such date. (c) Under this Agreement, Purchaser will be purchasing the Property free between Existing Operator and clear of the Existing Indebtedness. However, under New Operator pursuant to the terms of the Existing Indebtedness a prepayment premium will required to be paid by Seller to Lender at the time that Seller satisfies the Existing Indebtedness in connection with the sale to Purchaser. Seller and Purchaser have agreed that (i) if, on the second business day preceding the Closing Date (including actual extension thereof permitted or granted under this Agreement), the then most-recently published (at http://www.federalreserve.go▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇OTA.▇▇▇) ▇-▇▇▇▇ ▇▇▇/or 10-year Constant Maturity Yield Index (weekly) is lower than 3.99% or 4.25%, respectively, and (ii) if by reason of such lower rate(s) on the Constant Maturity Yield Index the prepayment premium payable by Seller shall exceed $1,320,000.00 based on the methodology shown in EXHIBIT E hereto, then the Purchase Price payable by Purchaser to Seller on the Closing Date shall be increased by the amount of the prepayment premium payable by Seller under the Existing Indebtedness in excess of $1,320,000.00. (d) Purchaser acknowledges that the Property is net leased to the Lessee pursuant to the Net Lease and that the Basic Rent (as defined in the Net Lease) is payable monthly in advance directly by Lessee to Lender and that Lender deducts debt service due to Lender pursuant to the Mortgage Notes for the preceding month and remits the excess to Seller (such excess hereinafter referred to as the "Excess Monthly Cash Flow"). On the Closing Date, the Excess Monthly Cash Flow shall be apportioned between Seller and Purchaser as of 11:59 P.M. on the day immediately preceding the Closing Date and there shall be no other apportionments, prorations or adjustments between Seller and Purchaser. (e) Seller shall, on the Closing Date, cause the Existing Indebtedness to be satisfied. It is understood that Purchaser is purchasing the Property subject to the Net Lease and the other Property Material Agreements (other than the Existing Loan Documents) and all other Existing Agreements, if any, which obligations shall survive the purchase by Purchaser.