2001 014 Ordinance - Laserfiche WebLink

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Exhibit A - Ordinance 2001-14 determines, in its reasonable judgment, that any of the conditions set forth in subsection 7(a) hereof cannot be fulfilled, in whole or in part, on or before the Closing Date, Purchaser, at its sole option, shall have the right, exercisable by written notice to Seller, (i) waive such condition and proceed to close this transaction, or (ii) to terminate this Agreement by written notice to the Seller and Title Company and this Agreement shall have no further force or effect, If, as of the Closing Date, a11 of the conditions of subsection 7(a) hereof have been fulfilled or, in the event the conditions have not been fulfilled but Purchaser has agreed to waive such conditions in writing and Purchaser fails or refuses to proceed with Closing, Seller sha11 be entitled to sue Purchaser for specific performance and/or damages suffered by Seller as a result of Purchaser's default. 8. CLOSING. (a) Closing shall occur on or before October 31, 2001, (the "Closing Date"), or such earlier date to which Purchaser gives Seller not less than seven (7) days prior written notice, subject, however, to extension to permit the parties to exercise their rights hereunder and to fulfill the conditions of subsection 7(a). (b) The Title Company sha11 act as escrow agent for the closing of this transaction. This Agreement sha11 serve as escrow instructions to the Title Company. If any of the terms of this Agreement are inconsistent with the Title Company's standard conditions of acceptance, the terms of this Agreement sha11 control. (c) Seller and Purchaser shall deposit their respective documents, and Purchaser shall deposit the Purchase Price, less any credits to which Purchaser is entitled,with the Title Company on or before not less than two (2) business days prior to Closing. (d) At the Closing, Purchaser sha11 pay the transfer taxes and conveyance fees required to be paid in connection with the transfer of the Premises to Purchaser, the Title Company's fees, if any, for its services as escrow agent hereunder, and the Title Company's fees for issuing the commitment and the Title Policy. Purchaser sha11 pay the cost of recording the Deed, and the Title Company's fees, if any for its services as escrow agent hereunder and the Title Company's fees for issuing the Commitrnent and the Title Policy. (e) At, Closing, the Title Company shall (i) deliver the Deed to Purchaser by filing the Deed for record in the public records in the county which the Premises are located, (ii) pay to Seller the Purchase Price less any credits to which Purchaser is entitle, (iii) issue the Title Policy, and (iv) charge Seller and Purchaser or its nominee for their other respective costs. 4