Earnest Money. Purchaser shall deposit, within two (2) Business Days following the Effective Date (as defined in Section 12.16 below), the sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) (“Deposit” or “Earnest Money”) with Chicago Title Insurance Company, 10 South LaSalle Street, Suite 3100, Chicago, Illinois 60603 (the “Title Company”), Division II, phone: ; attention: Kathy McCoy (“Escrow Agent”). The Title Company shall hold the Deposit in escrow in an interest-bearing account reasonably acceptable to Purchaser, in accordance with the terms and conditions of this Contract. Purchaser agrees to pay and satisfy the balance of the Purchase Price, reduced by the Earnest Money paid to Seller, at the time of Closing by wire transfer of immediately available funds. If this Contract is terminated prior to the Closing, the Earnest Money shall be delivered to Seller or returned to Purchaser by the Title Company, as provided for in this Contract. If Purchaser fails to deposit the Earnest Money as required herein, and such failure continues for a period of one (1) day after written notice from Seller, then Seller may terminate this Contract by written notice to Purchaser at any time prior to the deposit of the Earnest Money. Any interest earned on the Deposit shall inure to the benefit of the Purchaser and same shall be credited to the Purchaser at the Closing.
On or before 5:00 p.m., Central Time on the date which is two (2) business days after the Effective Date, Purchaser shall deposit TWENTY-FIVE MILLION AND NO /100 DOLLARS ($25,000,000.00) (collectively with all interest earned thereon while in escrow, the “Earnest Money Deposit”), with First American Title Insurance Company, Attention: (@.com) (in its capacity as escrow holder hereunder, “Escrowee”), which amount the parties have bargained for and agreed to as consideration for the Sellers’ execution and delivery of this Agreement and grant to Purchaser of Purchaser’s exclusive right to conduct its diligence of the Properties, as more particularly described herein. The Earnest Money Deposit is in addition to, and independent of, any other consideration or payment provided in this Agreement, and is non-refundable to Purchaser, except in each case as otherwise provided for in this Agreement. If the Closing contemplated by this Agreement occurs, the Earnest Money Deposit shall be applied against the Purchase Price on the Closing Date. The Earnest Money Deposit shall be deemed liquidated damages in the event of a termination of this Agreement by reason of a Purchaser default, as provided in and subject to Section 5.1. The Earnest Money Deposit shall be held by Escrowee in an interest-bearing account pursuant to a sole order escrow agreement substantially in the form of Exhibit “B” attached hereto (the “Escrow Agreement”).
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