2012 006 Ordinance - Laserfiche WebLink

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2. Purchase Price.The consideration for the Property shall be the conveyance of the Residential Property to Seller, and One Dollar {$1.00) (the "Purchase Price") payable in the form of immediately available funds to Escrow Agent (as defined below), on the Closing Date (as defined in Section 7). 3. Title Commitment; Title Policy and Survey.(a) ("Escrow Agent"} as title agent for First American Title Insurance A~ency ("Title Company"} shall serve as Escrow Agent, subject to Escrow Agent's standard conditions for the acceptance of escrow, except as otherwise expressly provided herein. (b} The "Inspection Period" shall commence upon execution of this Agreement by the Parties and shall terminate upon Closing (as defined in Section 7). (c) During the inspection Period, Buyer shall obtain a commitment from Title Company for owner's title insurance in an amount satisfactory to Buyer {the "Title Commitment"), showing that Seller has good and marketable fee simple title to the Property, free and clear of all liens and encumbrances except: (i) those specifically set forth in this Agreement; (ii) zoning and building laws, ordinances and regulations; (iu) legal streets and highways; and (iv) easements, conditions and restrictions of record, if any, that will not interfere with Buyer's intended use to construct and operate the Facility on the Property (collectively, the "Permitted Exceptions"). The Title Commitment shall include the results of a special tax search and examination for any financing statements filed of record which affect the Property. Within fifteen days (15) days of Buyer's receipt of the Title Commitment, Buyer shall review the Title Commitment and if the Title Commitment reveals any matter which materially affects the marketability of the Property, Buyer shall give Seller written notice thereof and, Seller may, within ten (10) days, remedy or remove any such matter or, if Buyer agrees in its discretion, Buyer may accept the Title Commitment. If Seller is unable or unwilling to remedy or remove the objectionable matter during said 10 day period, Buyer shall have the option of either {i) terminating this Agreement in which event all .funds and documents previously paid, deposited or advanced by Buyer shall be immediately returned to Buyer, both Parties shall thereafter be released from all further obligations under this Agreement and neither Party shall have any further liability to the other Party hereto, or {ii) taking title to the Property subject to said matter. if the matter is one which can be removed by the payment of a fixed or ascertainable payment of money {such as a tax lien or certificate of judgment), Seller may elect to pay such amount at or before Closing as is necessary to remove such matter to permit the Closing Up to the Closing Date, Buyer may request updates to the Title Commitment which must disclose no change in the state of the title to the Property (if any change is so disclosed, Buyer shall have all of the rights set forth in the immediately following paragraph in this Section to the extent that Buyer deems any of such changes objectionable}. Buyer shall cause Title Company to issue to Buyer, on or within ten days of Closing, a 2006 ALTA Owner's Policy of Title Insurance {the "Title Policy") for the Property in an amount solely de#ermined by Buyer, insuring good and marketable title, subject only to the Permitted Exceptions, with the standard printed exceptions deleted, and with such endorsements as Buyer 474370 v 051122504.00 l 1 2