America Online 2010 Annual Report Download - page 137

receipt of Purchaser's approval of the Corrected Deed and Plat, Seller shall submit the Corrected Deed and Plat to Loudoun County, Virginia (the
"County") for approval. Upon receipt of the County's approval of the Corrected Deed and Plat, Seller shall submit the Corrected Deed and Plat to the
County for recordation. Seller shall submit the Corrected Deed and Plat to the County for approval and recordation as soon as possible after the
Effective Date and if such recordation has not been achieved prior to Closing, Seller shall continue to diligently pursue such approval and recordation,
and in connection therewith, Purchaser shall cooperate with Seller which cooperation shall include, if necessary, execution by the Purchaser of the
Corrected Deed and Plat and such other instruments and documents as are required by the County to effectuate the approval and recordation of the
Corrected Deed and Plat. In the event that the County fails to approve the Corrected Deed and Plat, Seller shall promptly submit and/or resubmit, as
applicable, all necessary documentation to the County for the correction of the Plat Error, provided that the form and content of all submissions to the
County shall be subject to Purchaser's prior written approval, such approval not to be unreasonably withheld, conditioned or delayed. Purchaser shall
not be liable for any costs or expenses pertaining to the preparation or recordation of the Corrected Deed and Plat, which shall be borne by Seller. This
Section 1.8 shall survive Closing.
ARTICLE 2
PURCHASE PRICE
The total purchase price for the Property (the "Purchase Price") shall be ONE HUNDRED FORTY-FOUR MILLION FIVE HUNDRED THOUSAND
AND 00/100 DOLLARS ($144,500,000.00). Purchaser shall pay the Purchase Price to Seller, subject to application of the Deposit delivered in accordance
with Article 3 below, and any applicable prorations and adjustments pursuant to Section 7.6 below, through escrow on the Closing Date in cash or by wire
transfer of immediately available funds. A portion of the Purchase Price shall be allocated to tangible personal property for the purpose of calculating sales
and use taxes owed in connection with the transaction contemplated hereunder. Seller shall determine such allocation in good faith prior to Closing in
accordance with Generally Accepted Accounting Principles (GAAP), and the parties agree to report the purchase and sale of the tangible personal property
consistent with such allocations on any filing made with any governmental authority and not to take any position with any governmental authority at variance
or inconsistent with such allocation.
ARTICLE 3
DEPOSIT
3.1 Deposit.
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