Resolution 2013-45 - Laserfiche WebLink

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ARTICLE 4 ESCROW AND CLOSING 4.1 Opening. An escrow (the "Escrow ") shall be opened with Escrow Holder by delivering a fully executed copy of this Agreement to Escrow Holder at the Escrow Holder's address specified in Section 1.5. Buyer and Seller also agree to execute (a) any additional or supplementary instructions as may be necessary to close the transaction contemplated hereby, and (b) Escrow Holder's standard or pre - printed escrow instructions, but only to the extent all of the same are consistent with this Agreement; provided however, any such additional, supplementary and/or pre - printed or standard instructions shall not supersede or conflict with this Agreement, and any such conflict shall be governed by the terms of this Agreement. 4.2 Closing Date. The Closing shall occur through Escrow on the Closing Date with the concurrent delivery of the documents of title, transfer of interests, delivery of the owner's title policy and the disbursement by Escrow Holder to Seller of the Purchase Price and in accordance with Section 2.1. Seller shall provide any undertaking (the "Gap Undertaking ") to the Title Company necessary to the Closing provided the Gap Undertaking will not cover encumbrances and title defects created by or through Buyer. 4.3 Seller's Deliveries. Prior to the Closing Date, Seller shall deliver to Escrow Holder the following: 4.3.1 A special warranty deed in the form attached hereto as Exhibit "B" (the "Deed "), executed and acknowledged by Seller, conveying title to the Real Property to Buyer; 4.3.2 Two (2) counterpart originals of a bill of sale and general assignment in the form attached hereto as Exhibit "C" (the "Bill of Sale "), executed by Seller; 4.3.3 Certifications required by the Foreign Investors Real Property Tax Act, as amended (the "Non- Foreign Certificate "), executed by Seller; and 4.3.4 Such other documents as may be reasonably required by Escrow Holder or Title Company in order to close the transaction contemplated by this Agreement. 4.4 Buyer's Deliveries. Prior to the Closing Date, Buyer shall deliver to Escrow Holder the following: 4.4.1 The Purchase Price, plus all net prorations, closing costs and other funds required to be paid or provided by Buyer under this Agreement (all monies Buyer is required to deliver shall be wired to the account designated by Escrow Holder and available for disbursement no later than 12 noon PST, on the day prior to the Closing Date); 4.4.2 Two (2) counterpart originals of the Bill of Sale, executed by Buyer; and 4.4.3 Such other documents as may be reasonably required by Escrow Holder or Title Company in order to close the transaction contemplated by this Agreement. 4.5 Prorations. The following items shall be prorated between Seller and Buyer at the Closing by increasing or decreasing, as the case may be, the funds to be delivered by Buyer at the Closing, with all items pertaining to the month of Closing to be prorated based on the actual number of days in the month in which the Closing occurs: 7 2013 08 20 CTC land purchase 04 agreement FINAL.doc