Resolution 2010-71 - Laserfiche WebLink

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1.2.2 The balance of the Purchase Price, subject to the adjustments set forth in Section 1.4 and Section 1.5, shall be paid by Purchaser at the closing of the purchase and sale provided for in Article 5 (the "Closing by bank cashier's check or certified check made payable to Seller or by wire transfer of federal funds to an account designated by Seller. 1.3 Deposit Generally. This Agreement shall terminate if Purchaser fails to pay the Deposit, or any portion thereof, within the time period specified therefor. The Deposit is subject to increases as noted herein. The Deposit will be held by the Title Company in an interest bearing account as an earnest money deposit and part payment of the Purchase Price and credited to Purchaser at the Closing; reference herein to the Deposit shall mean and include all interest earned thereon. The Deposit shall be applicable to the Purchase Price and shall be fully refundable until the end of Purchaser's Examination Period (as defined in Section 4.1) at which time the Deposit will become non refundable except in the event of Seller's breach or the failure of a condition precedent to Purchaser's obligation to close (pursuant to Section 1.4). Written notice of rejection by Purchaser shall be an automatic termination of the Agreement and Purchaser shall immediately receive a full refund of the Deposit from the Title Company. The Title Company shall hold and disburse the Deposit in accordance with the terms of this Agreement unless otherwise directed by written notice signed by Purchaser and Seller. 1.4 Approvals. Subject to Purchaser approving the Property during the Examination Period, Purchaser shall be solely responsible for submitting to the City of Louisville a PUD and Plat Application, with an accompanying Subdivision Agreement, for the Property "Approvals within one hundred eighty (180) calendar days after the Effective Date. Purchaser shall bear all cost for processing and obtaining the Approvals, including engineering, planning and governmental processing, but Seller will sign all PUD and Plat Applications and otherwise cooperate with Buyer at no cost to Seller. The Approvals will not encumber the Property prior to Closing. In the event Purchaser cannot obtain the Approvals from the City during the one hundred eighty (180) calendar day period following the Effective Date, Purchaser shall have the right to provide written notice to Seller to terminate the Agreement and receive a full refund of the Deposit from the Title Company. l[n the event Purchaser does not provide said termination notice to Seller due to Purchaser's inability to obtain such Approvals, this Agreement shall remain in full force and Purchaser shall then have an additional one hundred (100) calendar days (total of two hundred eighty (280) calendar days after the Effective Date) to obtain the Approvals from the City and make application to the City to obtain the building permit for the building to be constructed on the Property. In the event Purchaser cannot obtain the Approvals from the City and make application to the City to obtain the building permit for the building to be constructed on the Property within the two hundred eighty (280) calendar day period following the Effective Date, then Purchaser shall have the right to either: (a) provide written notice to Seller to terminate this Agreement and receive a full refund of the Deposit from the Title Company; or (b) increase the Deposit by an additional Twenty -Five Thousand Dollars ($25,000.00) to a total of Fifty Thousand Dollars ($50,000.00), total in combination with the increase in the Deposit pursuant to Section 4.1.2. In the event Purchaser elects to increase the Deposit pursuant to this Section 1.4 then Purchaser 1303396_1 2