O-2009-3130 earnest money contract/purchase former Happy Harbor Nursing Home property 1106 Bayshore Drive

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- COmmercial Unimproved Contract Concerning 1106 Bayshore Drive, La Porte, TX B. If, withou1otiW!t. Seller is unable wUhln the time allowed 10 deliver the commitment, Buyer may: (1) terminate this conlfact and receive the eamost money. less the independent consideration paid lor Buyer's right to terminate under Paragraph 78(3), as the sole remedy; or (2) extend the time lor periormance up to 15 days and the closing wnJ be extended as necessary. :.r>~'>j$ C. Except as provided in Paragraph 158, il Seller fails to comply with this contract, Seller Is in delault and Buyer may: (1) enlorce specillc performance. or seek such other relie! as may be provided by law, or both; or (2) terminate this contract and receive the earnest money, less Ihe independent consideration paid for Buyer's right 10 terminate under Paragraph 7B(3), as liquidated damages, thereby releasing the parties from this contract. 16. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a prevailing party in any legal proceeding brought under or wllh relation to this contract or this transaction. such party Is enUUed to recover kom the non-prevailing parties all costs of such proceeding and reasonable anomey's lees. This Paragraph 16 SUlVives closing. 17. ESCROW: A. At closIng. the eames! money must be applied first to any cash down payment. then to Buyer's closing costs, and any excess will be refunded to Buyer. B. If both parties make written demand for the earnest money, escrow agent may require payment of unpaid expenses incurred ,on behalf 01 the parties and a written release of Dabimy of escrow agentlrom all parties. C. If one party makes written demand for the earnest money, escrow agent will give notice of the demand by providing to the other party a copy of the demand. If escroW agent does not receive written objection to the demand from the olher party within 30 days after the 'dale escrow agent sent the demand to llie, other party, escrow agent may disburse the e&mest money to the party making demand, reduced by the amount of unpaid exPenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. D. ,;Escrow agent will deduct the independent consideration paid ror Buyer's right to lerminate under Pa~raph 7B(3) before xjisbursing any earnest money to Buyer ana will pay the independent consideration 1.0 Seller. E. '1 escrow agent complies with this Paragraph 17, each party hereby releases escrow agent from all claims related to the .disbursal-ol the earnest money. F. ,:Notlces under this Paragraph 17 must be sent by certified mall, return receipt requested. Notices to escrow.'agent are effective <upon receipt by escrow agent. ~ 18.. MAIfERIAL FACTS: A. To lhe best of Seller's knowledge and belief: (Check (1) or (2) only.) ]0 (1) Seller is not aware of any material derects to the Property~lOlIlli<lllC~llC.at1tiIct1er.t:~~~ o (2) Seller is not aware of any of the following, excepl as described otherwise in this contract: (a) any material physical defects to the Propertr, , (b) any pending or ~reatened litigation, condemnation. or assessment affecting the Property; (c) any environmental hazards or conditions that affect the Properly; (d) whether the Property Is or has ever been used lor the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (e) whether radon, asbestos Insulation or fireproofing, urea-formaldehyde foam insulation. lead-based paint. or other pollutants or contaminants of any nature now exist or have ever existed on the Property; (I) whether wetlands, as defined by federal or state law or regulation, are on the Property; and (g) whether threatened or endangered species or thetr habitat are on the Property. (DescrIbe any exceptions to (a)-(g) in Paragraph 11 or an addendum.) B. Each written lease Sener is 10 furnish to Buyer undarthis contract must be in fun force and effect accorCU1g to its terms without amendment or modification thaI is not disclosed 10 Buyer in writing. Sener must cIIsclose. in writing, to Buy~r if any oflhe rollowing exist at the time Seller provides the leases to Buyer or subsequently occur berore closing: (1) any modifications. amendments, or default by landlord or tenant under the leases: (2) any failure by Seller 10 comply with Seller's obligations under the leases; (3) any circumstances under the lease that enlitle the tenant 10 Ieuninate the lease or seek any offsets or damages: (4) any non-occupancy or the leased premises by a lenant: ' (TAR-1802) 11-5-99 .....,."" Id~ur"""",by ._~'""s.," f't ~_ TAR. P.O. Box 2246. Ausnn, TX78768-2246 Page 7 of 9