Resolution 2015-48 - Laserfiche WebLink

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5.3 Obligations of Purchaser at Closing. Purchaser shall deliver the Purchase Price less the amount of the Deposit to Seller, subject only to the adjustments set forth in Section 5.4, by certified or bank cashier's check or by wire transfer of federal funds at Seller's direction. Purchaser shall execute and deliver such other documents as are required by this Agreement or reasonably required by the Title Company to effectuate the transaction contemplated herein. 5.4 Closing Costs. Closing costs and adjustments shall be allocated as follows: 5.4.1 Seller will pay the cost of the Owner's Policy of Title Insurance to be provided pursuant to the terms of this Agreement, one -half of any escrow or other Title Company closing fees, and the fees of Seller's counsel. 5.4.2 All real property taxes levied against the Property and other regular expenses, if any, affecting the Property shall be paid by Purchaser. 5.4.3 Purchaser shall pay the cost of recording the special warranty deed and other conveyance documents, all documentary fees and taxes, and any other documents to be recorded in connection with the closing, one -half of the escrow fees or other Title Company closing fees and the fees of Purchaser's counsel. 5.5 Closing Contingency. Purchaser acknowledges that Seller's obligation to close on the sale of the Property is expressly contingent upon adoption by the City and fmal effectiveness of an ordinance authorizing transfer of the Land as required by the City Charter. In addition to all other rights and remedies of Purchaser and Seller hereunder, either party shall have the right to terminate this Agreement and make the same of no further force and effect in the event such ordinance is not finally effective as of the Closing Date or in the event any action whatsoever is commenced to defeat or enjoin the Seller's performance under this Agreement; provided, however, that Seller shall also have the right, but not the obligation, to extend the Closing for a period of up to sixty (60) calendar days to attempt satisfy the foregoing contingency to the satisfaction of Purchaser. ARTICLE 6. DEFAULT AND TERMINATION 6.1 Time of Essence. Time is of the essence of the obligations of the parties. 6.2 Purchaser Default. If Purchaser shall fail to terminate this Agreement as provided in Section 4.1.2 or Section 4.2 and thereafter fails to consummate this Agreement for any reason other than Seller's default hereunder or following a condemnation under Article 7 or if Purchaser is otherwise in default of performing its obligations hereunder, then following written notice of such default given by Seller to Purchaser and the failure of Purchaser to cure such default within five (5) business days following receipt of such notice, Seller shall be entitled to terminate this Agreement and have the Deposit paid to Seller as liquidated damages as Seller's sole and exclusive remedy. THE PARTIES HERETO ACKNOWLEDGE THAT SELLERS DAMAGES DUE TO PURCHASER'S DEFAULT HEREUNDER ARE DIFFICULT TO ASCERTAIN AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF SEJ F.R'S DAMAGES. 8