2005 S Purchasing - R T Holdings LLC Sportsplex Property Sale and Purchase Agreement

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allow Buyer to monitor maintenance activities and expenditures prior to Closing. To the extent that maintenance expenditures actually made for items included in the Agreed Maintenance Budget are less than the amount included in such Agreed Maintenance Budget for the period prior to Closing, the amount of such savings (the "Maintenance Savings") shall be paid by Seller to Buyer at Closing. Savings for any partial months shall be prorated using the monthly budget. d) Representation and Warranties of Seller: In addition to any other warranty or representation of Seller set forth in this Agreement, Seller hereby makes the following representations and warranties to Buyer: (i) To Seller's actual knowledge, there is no pending application for changes in the zoning affecting the Property (other than Buyer's anticipated applications relating to addition of a senior center) or any action, suit, proceeding, appeal or other litigation which might affect such zoning. If Seller receives notice of any application for changes in the present zoning of the Property, Seller shall immediately notify Buyer of same. assessments. (ii) To Seller's actual knowledge, the Property is free from any pending or proposed (iii) Seller has received no notice that there is a current violation of any applicable federal, state or local law, ordinance, regulation, order, rule or requirement affecting the Property. (iv) Seller has not received any notice from any city, county or other governmental authority of any taking of the Property, or any portion thereof, by eminent domain; and, to Seller's actual knowledge, no such taking of the Property, or any portion thereof, is threatened or contemplated. (v) Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement or instrument to which Seller or any related party of Seller is a party or by which Seller or any related party of Seller is bound. (vi) No notice of violation or other written communication has been received by Seller from a governmental agency or any other entity or person alleging or suggesting an environmental law violation on the Property. . For purposes of this Agreement, "to the best of Seller's knowledge" or "to Seller's actual knowledge" does not mean that Seller has an obligation to make an independent investigation prior to entering into this Agreement. e) Repair Reserve. At Closing, Seller agrees to pay Three Hundred Thousand Dollars ($300,000.00) to Buyer for use in connection with such repair and restoration of the Property as Buyer shall, in its sole discretion, undertake (such amount, as adjusted pursuant to the second sentence of this subparagraph, to be referred to herein as the "Repair Reserve"). In the event any of the equipment set forth on Exhibit B fails prior to Closing, the cost of major repair or replacement of such equipment by Seller shall be deducted from the Repair Reserve and retained by Seller. f) Payment of Advance Payments. At Closing, Seller shall also pay to Buyer (i) such portion of the Advance Payment Amounts referred to in Section ~}(c) above, and (ii) such advance payments as shall be made by users for any new programs or activities after the date hereof, in both cases as shall relate to the period after Closing (collectively the "Post-Closing Prepaids"). g) Employee Matters. Seller intends to terminate all current employees, whether employed directly by it or provided by a staffing agency, and all independent contractors, as of the date of Closing. Seller shall be responsible for payment of any severance pay, vacation pay, or other costs incurred in connection with such terrnination. In the event Buyer wishes to hire any such employees or independent contractors (and provided that 4 RALEIGFI`45476~ 6