Resolution 2013-45 - Laserfiche WebLink

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ARTICLE 2 CONSIDERATION 2.1 Purchase Price. The Purchase Price to be paid by Buyer to Seller for the sale and conveyance of the Property is specified in Section 1.8, and shall be to Seller at the closing of the transaction contemplated hereby ( "Closing ") by wire transfer in immediately available federal funds, which funds must be delivered in a manner to permit Escrow Holder to deliver good funds to the Seller or its designee on the Closing Date. 2.2 Deposit. On or prior to the date which is two (2) business days following the Effective Date, Buyer shall deposit with Escrow Holder, by wire transfer of immediately available federal funds, the Deposit. The Deposit shall , remain refundable until the expiration of the Inspection Period. Upon receipt, Escrow Holder shall deposit the Deposit into an interest - bearing money market account maintained at a federally insured state or national bank located in California. All interest earned shall be reported to the Internal Revenue Service as income of Buyer. Buyer shall promptly execute all forms reasonably requested by Escrow Holder in connection with depositing the Deposit in an interest - bearing account. Upon the Buyer's delivery of the "Approval Notice" (as define in Section 3.4 below), the Deposit shall become non - refundable (except in the event of Seller's default under the Agreement). 2.3 Disposition of Deposit. If the transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the entire Deposit shall be credited against the Purchase Price at Closing. If this Agreement is terminated by either Seller or Buyer as specifically set forth in this Agreement, Escrow Holder shall deliver the entire portion of the Deposit then held by Escrow Holder to the party hereto entitled to same pursuant to the applicable terms of this Agreement pertaining to such termination. 2.4 Independent Consideration. Contemporaneous with Buyer's execution and delivery of this Agreement, Buyer has delivered to Seller and Seller hereby acknowledges the receipt of One Hundred Dollars ($100.00) ( "Independent Contract Consideration "), which amount the parties bargained for and agreed as consideration for Buyer's exclusive right to inspect and purchase the Property pursuant to this Agreement and for Seller's execution, delivery and performance of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided in this Agreement, is nonrefundable, and is fully earned and shall be retained by Seller notwithstanding any other provision of this Agreement. ARTICLE 3 CONDITIONS PRECEDENT; INSPECTION AND TITLE 3.1 Buyer's Inspections. 3.1.1 Inspections, Tests and Studies. Seller shall permit Buyer and its authorized agents and representatives to enter upon the Real Property at all reasonable times (and upon prior written notice to Seller) during normal business hours to inspect and conduct tests and studies of the Real Property. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Real Property at least forty -eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any inspections, studies and tests to be conducted (which consent shall not be unreasonably withheld). At Seller's option, Seller may be present for any inspection, test, study or interview. Buyer shall bear the cost of all inspections, tests and studies. Notwithstanding the foregoing or anything herein to the contrary, in no event shall Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as 3 2013 08 20 CTC land purchase 04 agreement FINAL.doc