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v) all minerals, oil, gas and other hydrocarbon substances on and under the real property and all rights related thereto; and vi) all development rights, air rights, water, water rights, riparian rights and water stock relating to the real property. b) (i) that certain personal property located on and used in connection with the Real Property, if any, consisting of (a) all keys and combinations to all doors, cabinets, safes, enclosures and other locking items or areas on or about the Real Property in Seller's possession; and (b) all tangible personal property, including, without limitation, all tools, supplies, electric switch gear, telephone systems, office equipment, safety gear and fire safety equipment fixtures, in each case to the extent owned by Seller, located on the Real Property and used exclusively in connection with the occupation or operation of the Real Property and (ii) all construction contracts, design contracts, labor contracts, proposals, as -built plans and specifications (the "Construction Documents"), and indemnities and warranties related to the Work as defined in the Lease Agreement (collectively, the "Personal Property"). 2.3. At Closing, Purchaser shall succeed to Seller's interest in, and shall otherwise assume and take title to the Property. 3. Purchase Price. 3.1. The purchase price (the "Purchase Price") for the Property is the sum of Twelve Million Seven Hundred Fifty Thousand and 00/100 Dollars ($12,750,000.00), payable by Purchaser to Seller as follows: 3.2. Within no later than one (1) Business Day (as hereinafter defined) following the Open Date , TIME BEING OF THE ESSENCE, the sum of Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the "Deposit") to be paid by electronic wire transfer of immediately available funds to an account designated by the Title Company (as hereinafter defined) (in such capacity, "Escrowee"); and 3.3. The balance of the Purchase Price, subject to adjustment and proration as provided in this Contract, at Closing by wire transfer of immediately available funds to Escrowee for payment to Seller upon Closing. 3.4. Upon the payment of the Deposit by Purchaser, such amount shall be non-refundable under any circumstances except in the case that both (A) Seller is in default of its obligation to close the purchase and sale of the Property in accordance with this Contract, and (B) Purchaser is not in default under the Settlement Agreement or this Contract. 4. Deposit Provisions. 4.1. Upon delivery of the Deposit to Escrowee in accordance with Section 3.2, Escrowee shall disburse (and in all events within five (5) Business Days) the entire Deposit to Seller in accordance with wiring instructions provided by Seller without any further action by, or approval of, Purchaser. The Deposit shall be retained by Seller in all circumstances except as provided in Section 3.4, but the Deposit shall be applied to the Purchase Price at Closing. 5489135.2