270 Legal [Sample Agreements]

(d) If Purchaser does not exercise its right to terminate this Agreement pursuant to Section 4(d), then prior to the expiration of the Due Diligence Period, Purchaser shall deposit with Escrow Holder a final earnest money deposit of Three Hundred Thousand Dollars ($300,000.00) (the “Final Deposit” and, together with the Initial Deposit, the First $50,000 Deposit, the Second $50,000 Deposit and the Final Deposit, the “Deposit”). The Deposit shall be held by Escrow Holder in one or more federally insured interest bearing investments approved by Purchaser and, if the transaction contemplated by this Agreement is consummated, the Deposit and all interest earned thereon, less any amounts paid pursuant to a Reimbursement Request, shall be credited on Purchaser’s account against the Purchase Price.

(e) The balance of the Purchase Price, as well as all sums necessary to pay Purchaser’s costs, expenses and prorations as provided in this Agreement, after crediting the Deposit (less any amounts paid pursuant to a Reimbursement Request) and any interest earned thereon and any other prorations and other amounts to which Purchaser is entitled as a credit against the Purchase Price as provided in this Agreement, shall be deposited by Purchaser in Escrow on the Closing Date by wire transfer, in immediately available funds.

(f) The Purchase Price shall be allocated One Million Five Hundred Thousand Dollars ($1,500,000.00) to personal property and the remainder of the Purchase Price to real property and improvements. On or prior to Closing, the Purchase Price (less the $1,500,000.00 allocated to personal property) shall be allocated between the real property by Sellers.

3. Operating Permits and Licenses.

(a) Purchaser acknowledges that beer, wine and distilled spirits (“Alcoholic Beverages”) are served and sold on and from each of the Lodge and Spa at Cordillera, the Grouse on the Green Restaurant and the Cordillera Mountain Club pursuant to one or more liquor licenses issued by the State of Colorado Department of Revenue Liquor Enforcement Division (the “LED”) to CHO (the “Liquor Licenses”). On or prior to the date which is five (5) Business Days after the Effective Date, Purchaser shall file completed applications pursuant to which Purchaser may obtain the transfer of the Liquor Licenses from CHO and, if necessary, an interim temporary liquor license to enable Purchaser to sell alcoholic beverages at the places at the Property where such beverages are currently sold (the “Temporary Liquor License”), and

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shall diligently prosecute the same until obtained. CHO shall cooperate with Purchaser in connection with such applications and shall provide all reasonable assistance to Purchaser, with all out of pocket expenses being at Purchaser’s sole cost and expense, upon request of Purchaser, in connection with Purchaser’s applying for and obtaining the approval by all applicable governmental agencies or authorities having jurisdiction over the sale and dispensing of Alcoholic Beverages at or from each of the Lodge and Spa at Cordillera, the Grouse on the Green Restaurant and the Cordillera Mountain Club of (i) the transfer and/or grant, as applicable, of the Liquor Licenses to Purchaser (the “Liquor Licenses Assignment Approvals”), and (ii) the grant of the Temporary Liquor License. If this Agreement is terminated for any reason, Purchaser shall immediately withdraw or cancel, as appropriate, its applications for the Temporary Liquor License and the Liquor Licenses Assignment Approvals and such obligation(s) shall survive the termination of this Agreement.

(b) If applicable law requires the parties to open a separate escrow for transfer of the Liquor Licenses and/or to allocate any portion of the Purchase Price separately to the Liquor Licenses and/or inventory of Alcoholic Beverages at any of the Lodge and Spa at Cordillera and the Grouse on the Green Restaurant, the parties agree to execute such further instruments and agreements as are reasonably required to comply with the requirements of the LED.

(c) Sellers shall, with all out of pocket expenses being at Purchaser’s sole cost and expense, provide Purchaser reasonable assistance in Purchaser’s efforts to obtain transfer of all permits, licenses, authorizations, entitlements and other approvals of governmental and quasi governmental authorities used in connection with the operation of any of the Lodge and Spa Real Property and the Grouse on the Green Real Property, and the hotel/spa, retail and Restaurant business operations conducted thereon (collectively, the “Permits”), into Purchaser’s name at the Closing.

(d) Sellers shall make reasonable good faith efforts to obtain any and all third party consents which are or may be required to assign the Service Contracts (to the extent Purchaser shall assume the same pursuant to Section 4(g) of this Agreement), the Tenant Leases, the Equipment Leases, the Operational Agreements, the Intangible Property and any other of the Property to be sold hereunder to Purchaser (collectively, the “Consents”).

4. Due Diligence.

(a) Within five (5) Business Days after the Effective Date, Sellers shall provide to Purchaser copies of the following documentation relating to the Property to the extent within Sellers’ possession: (i) all plans and specifications relating to the Lodge and Spa at Cordillera, (ii) licenses, entitlements, permits, conditions and restrictions, (iii) tax bills, utility bills and similar records, (iv) a summary of all current or pending litigation and claims, (v) all Environmental and Property Condition Reports, including radon reports, beginning with January 1, 2003, (vi) unaudited financial statements for the period of January 2004 through June 2006, (vii) all Service Contracts, utility service agreements and water and sewer agreements, (viii) the Management Agreement and all reports by Manager thereunder since the inception of the Management Agreement, including without limitation the 2005 Annual Report, all 2006 Quarterly Reports and Monthly Reports, the 2006 Operating Phase and Budget and the draft 2007 Operating Phase and Budget (as defined in the Management Agreement), (ix) all

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documents in Sellers’ possession or control regarding development entitlements for the Village Center Real Property (but excluding financial projections, forward looking financial data and any such material or documentation which is proprietary to Seller or Manager), (x) copies of legible documents and platmaps referred to in the PUD Guide, (xi) a list of all bank accounts used in connection with the operation of the Property, including without limitation all accounts maintained under the Management Agreement, and (xii) copies of documents evidencing the approval of Eagle County, Colorado of the right to build nineteen (19) dual key lodge units on the Village Center Real Property or The Lodge and Spa Real Property.

(b) Sellers shall make available to Purchaser at the Property or other mutually agreed site during normal business hours on five (5) Business Days notice, for review and copying by Purchaser, all documents, data and reports in Sellers’ possession or under Sellers’ control, (including without limitation all documents, data and reports in the ownership and/or possession of the Manager which CHO may inspect under the Management Agreement) regarding the Property and the operation of the businesses on the Property, including without limitation The Lodge and Spa at Cordillera, the Mirador Restaurant, the Cordillera Mountain Club and the Grouse on the Green Restaurant (collectively, “Data”), but excluding from such definition any Data regarding Sellers’ financing for the Property, Sellers’ income tax returns, any appraisals, financial projections, forward-looking financial data and any data which is proprietary to Seller or Manager. To the extent in existence in written form, Data shall include, without limitation, (i) all environmental reports, (ii) all financial data including budgets, operating statements and general ledgers, (iii) insurance policies, (iv) a complete list of the employees of Manager at the Property, their job descriptions and salaries, together with any applicable employee pension or profit-sharing plans, (v) copies of all reports regarding the physical condition of the Property, (vi) all data, correspondence, documents, agreements, waivers, notices, applications and other records with respect to the Property relating to transactions with taxing authorities, governmental agencies, utilities, vendors, tenants and others with whom Purchaser may be dealing from and after the Closing Date, (vii) lists and inventories of all Personal Property and Intangible Property, (viii) a copy of the rent roll for the Property, dated no earlier than thirty (30) days prior to the Effective Date (“Rent Roll”), and (ix) all other written easements, covenants, restrictions, agreements, contracts and other documents in Sellers’ possession or control that affect the Property or the businesses conducted at the Property, including without limitation any agreements of Sellers relating to the insurance, service, operation, repair, supply, advertising, promotion, sale, leasing or management of the Property.

(c) Purchaser shall have the right, upon reasonable notice to Sellers, at its own risk, cost and expense and at any date or dates prior to Closing, to enter, or cause its agents or representatives to enter, upon the Property for the purpose of making surveys, inspections, investigations and/or studies of the Property; provided, however, that Purchaser shall not conduct any invasive studies, tests, or samplings, including, without limitation, any environmental or air quality sampling, without the advance written consent of Sellers in each instance, which consent will not be unreasonably withheld by Sellers. Purchaser shall not make any physical alterations to the Property, such entry shall not unreasonably interfere with the guests, tenants or management of the Property, and Purchaser shall indemnify and hold Sellers harmless from any cost, claim or expenses in connection herewith. If Purchaser elects to terminate this Agreement pursuant to Section 4(d), then upon written request of Sellers made within ninety (90) days after

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the date of such termination, Purchaser agrees to supply Sellers with copies of any tests, studies or inspections of the Property performed hereunder.

(d) If, during the period between and including the Effective Date and 5 pm Mountain Standard Time on the date which is forty-five (45) days after the Effective Date (“Due Diligence Period”), Purchaser gives Sellers written notification (“Termination Notice”) that Purchaser elects not to consummate the purchase of all of the Property in accordance with the terms of this Agreement, this Agreement shall terminate, and, subject to Seller’s receipt of copies of any Diligence Items paid for through a Reimbursement Request, the Deposit (less the First $50,000.00 Deposit and the Second $50,000.00 Deposit) and any interest accrued thereon shall be returned immediately to Purchaser. The First $50,000.00 Deposit and the Second $50,000.00 Deposit shall remain in Escrow for thirty (30) days following the date of such termination and shall be made available in accordance with Section 2(b) for payment of any Diligence Item the work for which was performed prior to the date of such termination. On the expiration of such thirty (30) day period, the First $50,000.00 Deposit and the Second $50,000.00 Deposit (less any amounts paid pursuant to a Reimbursement Request) shall be immediately released to Seller. If the Termination Notice is given, neither party shall thereafter have any further liability to the other under this Agreement, except as expressly provided herein. If the Termination Notice is not given on or prior to expiration of the Due Diligence Period, then Purchaser acknowledges and agrees that it shall have waived (without further need for written documentation) the receipt of any and all Consents, Permits, the Manager Consent, estoppels or other deliveries, and covenants, representations and warranties as they may relate to the period through the end of the Due Diligence Period, required of Seller on or prior to the expiration of the Due Diligence Period and its obligation to close the transactions contemplated hereunder shall be non-contingent and unconditional except only for satisfaction of the conditions set forth in Section 8 of this Agreement. Subject to the foregoing waiver, Seller shall use reasonable good faith efforts from and after the expiration of the Due Diligence Period, until the Closing, to obtain or deliver any Consents, the transfer of any Permits, the Grouse Estoppel, the Manager Estoppel, the Manager Consent and any other deliveries required of Seller during the Due Diligence Period to the extent that same are not received on or prior to the expiration of the Due Diligence Period.

(e) Purchaser shall have the absolute right to determine whether or not to give the Termination Notice. If Purchaser elects not to give the Termination Notice prior to expiration of the Due Diligence Period, this Agreement shall remain in full force and effect and the entire Deposit shall become non-refundable to Purchaser.

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