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<br />further obligations and liability other than those that are <br />expressly stated to survive termination of this Agreement. <br /> <br />3. Purchase Price; Deposit and Escrow. <br /> <br />3.1 Purchase Price. The cash portion of the Purchase <br />Price is One Million Nine Hundred Thousand and 00/100 Dollars <br />($1,900,000.00), payable by Buyer to Seller as follows: <br /> <br />(a) the Option Fee in the amount of Twenty Five <br />Thousand and 00/100 Dollars ($25,000.00), payable as provided in <br />Section 2.2 above, simultaneously with the delivery to Seller of <br />this Agreement executed by Buyer; <br /> <br />(b) the balance of the Purchase Price, equal to One <br />Million Eight Hundred Seventy Five Thousand and 00/100 Dollars <br />($1,875,000.00), payable in Acceptable Funds to Seller at the <br />Closing, subj ect to adj ustments and credi ts as hereinafter set <br />forth. As used in this Agreement, the term "Acceptable Funds" <br />shall mean a wire transfer of immediately available funds. <br /> <br />3.2 Option Fee. Liquidated Damages. Buyer and Seller <br />agree that the damages which Seller would incur should Buyer <br />default in its obligations under this Agreement are not readily <br />ascertainable by the parties on the date of this Agreement; and <br />that the parties desire to liquidate by agreement the amount of <br />Seller's recovery from Buyer in such event. Both parties <br />understand that the agreed damages may be more or less than the <br />actual damages which Seller may incur on account of Buyer's <br />defaul t. After consideration of all of the foregoing, Buyer and <br />Seller hereby agree that in the event of Buyer's default under <br />this Agreement (provided that=Seller is not then in default), <br />Seller shall be entitled to retain the Option Fee, together with <br />all interest accrued thereon, as liquidated damages as Seller's <br />sole remedy on account of such default, plus reasonable <br />attorneys' fees and costs of collection should litigation ensue; <br />provided, however, if Buyer fails to deliver the Option Fee as <br />required under this Agreement, then Seller's remedies shall be <br />limited to the right to collect the Option Fee from Buyer and to <br />retain the Option Fee as liquidated damages, plus reasonable <br />attorneys' fees and costs of collection should litigation ensue. <br /> <br />3.3 Escrow. Promptly after Escrow Agent's receipt of <br />the Option Fee, the Option Fee shall be deposited by the Escrow <br />Agent in an interest-bearing account (the "Option Fee Account"). <br />The Account shall be at any federally insured banking <br />