60-87 Ratify Exchange agreement - SOHIO

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(b) Exchange Equity. The fair market value of the P~operty referred to in Section 2(a) hereof shall represent the aggregate equity of Exchange Property to be acquired by Exchangee ("Exchange Equity"). The amount of the Exchange Equity shall be increased by the amount of any interest earned on or included within the Exchange Security (hereinafter defined in Section 9(b) hereof) prior to expiration of the term of this Agreement. (c) Exchange Value. For purposes of exchange, the value of the Exchange Prope~ty("Excha~e Value") shall be equal to the purchase price of the Exchange Prope~.y (including all escrow fees, closing .costs, nondelinquent real p~operty taxes, and assessments Prorated as of the date of close of escrow, and, subject to Section 20(9) hereof, brOkers' commissions paid or incurred by Exchangee to ~cquire .the Exchange P~operty). 3. O_pening of Property Escrow. (a) Establishment. On the date hereof, an escrow ("Property Escrow")~ shall be open-ed bY both parties hereto with a title company d.esignated by Exchangor ("Escrow Holder") for the transfer and conveyance by Exchangor of the Property to Exchangee, and the effectuation of the exchange, on the terms and conditions provided herein. The cost of all fees associated with the property Escrow shall be borne equally by Exchangor and Exchangee. (b) Rroperty Escrow Instructions. The terms and conditions set forth in this Agreement shall constitute both an agreement between the parties hereto and instructions for the Rroperty Escrow. In the event the Escrow Holder requires separate escrow instructions, both parties hereto agree to execute and deliver to the Escrow Holder, within ten (10) business days after request for same from Escrow Holder, separate escrow instructions ("Rroperty Escrow Instructions"). In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the Rroperty Escrow Instructions, the terms and conditions of this Agreement shall prevail and g~nd the Property Escrow Instructions shall so provide. ~~ ~/ ~ (c) Ini. tial Deposit. Upon opening of the Property Escrow, Exchangee de o i into the Rroperty EsCrow earnest money in an amount equal to ~dep~/~'T~ ($ --d~---). (,'Initial Deposit"). The Initial Deposit '~h~all be treate'" v - d in acco'rdanc----~ wlt-~ the following terms: (i) Liquidated Damages Upon Default. Upon any Default (hereinafter defi6ed) by ExChangee prior to the ~losing (hereinafter defined), Exchangor shall be entitled to receive the entire amount of the Initial Deposit immediately from Escrow Holder, as liquidated damages, pursuant to the terms of Section 19(a), hereof. Exchangor shall notify Escrow Holder of such Default, and Escrow Holder is hereby directed to transfer to ExChangor the Initial Deposit and any materials theretofore deposited by Exchangor ~oon such notification.