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6.3.C. - Page 15 <br /> 11. Closing. Closing shall be not later than ninety (90)days following the close <br /> of the Inspection Period, or such later date as the Parties may mutually agree, each in <br /> its sole absolute discretion. The Parties shall make the following deposits: <br /> 11.1 City. By no later than five (5) business days prior to the Closing, City <br /> shall deliver to Escrow Holder the Grant Deed conveying the City Property to Buyer and <br /> three (3) executed counterparts of the Holdback Escrow Agreement. <br /> 11.2 Buyer. Prior to the Closing, Buyer shall deliver to Escrow Holder the <br /> balance of the Purchase Price, Buyer's share of closing costs as set forth in Section 12 <br /> below, and three (3) executed counterparts of the Holdback Escrow Agreement. <br /> 11.3 Disbursements. At Closing Escrow Holder shall disburse to City the <br /> Purchase Price (less the Holdback Escrow Funds) and to Business & Escrow Service <br /> Center, Inc., 3031 Tisch Way, Suite 310, San Jose, California 95128; Attn: Pam Dillon, <br /> President; Escrow Number the Holdback Escrow Funds and the costs <br /> of the Holdback Escrow to be paid by Buyer as provided in Section 12 below. <br /> 12. Closing Costs. Buyer shall pay all governmental transfer taxes, <br /> conveyance fees, recording fees, escrow charges, title insurance charges, and any other <br /> fees incurred in connection with the conveyance of the City Property to Buyer and the <br /> Holdback Escrow. As the City Property is publicly owned, it is currently exempt from <br /> property taxes and therefore property taxes shall not be prorated. <br /> 13. Representations. <br /> 13.1 City's Representations. City has the legal power, right and authority <br /> to enter into this Agreement and the instruments referenced herein, and upon satisfaction <br /> of the Condition Precedent to Effectiveness, to consummate the transaction contemplated <br /> hereby in the execution, delivery and performance of this Agreement. Furthermore, the <br /> execution and delivery of this Agreement has been duly authorized and no other action <br /> by City is required in order to make it a valid and binding contractual obligation of City. <br /> The individual(s) executing this Agreement on behalf of City are authorized to do so. <br /> 13.2 Buyer's Representations. <br /> (a) Authority. Buyer has the legal right, power and authority to <br /> enter into this Agreement and to consummate the transaction contemplated hereby in <br /> the execution, delivery and performance of this Agreement and no other action by Buyer <br /> is requisite to the valid and binding execution, delivery and performance of this <br /> Agreement. The individual(s) executing this Agreement on behalf of Buyer are <br /> authorized to do so. <br /> (b) No Side Representations. Buyer represents, warrants and <br /> covenants to City that Buyer has entered into this Agreement based upon its rights and <br /> intentions to independently inspect the City Property. Buyer acknowledges that City <br /> makes no representation or warranty regarding the condition of the City Property, its past <br /> use, or its suitability for Buyer's intended use. Buyer will be relying solely upon its own <br /> OAK#4848-2211-8201 v3 <br /> Page 9 of 29 <br /> ATTY/AGR12016.297/BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES <br /> REV: 10-10-16 VR <br />