Agmt16 Butler Realty III, LLC - Laserfiche WebLink

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11. Closing. Closing shall be not later than ninety (90) days following the close of the Inspection Period, or such later date as the Parties may mutually agree, each in its sole absolute discretion. The Parties shall make the following deposits: 11.1 CCS. By no later than five (5) business days prior to the Closing, City shall deliver to Escrow Holder the Grant Deed conveying the City Property to Buyer and three (3) executed counterparts of the Holdback Escrow Agreement. 11.2 Buyer. Prior to the Closing, Buyer shall deliver to Escrow Holder the balance of the Purchase Price, Buyer's share of closing costs as set forth in Section 12 below, and three (3) executed counterparts of the Holdback Escrow Agreement. 11.3 Disbursements. At Closing Escrow Holder shall disburse to City the Purchase Price (less the Holdback Escrow Funds) and to Business & Escrow Service Center, Inc., 3031 Tisch Way, Suite 310, San Jose, California 95128; Attn: Pam Dillon, President; Escrow Number the Holdback Escrow Funds and the costs of the Holdback Escrow to be paid by Buyer as provided in Section 12 below. 12. Closing Costs. Buyer shall pay all governmental transfer taxes, conveyance fees, recording fees, escrow charges, title insurance charges, and any other fees incurred in connection with the conveyance of the City Property to Buyer and the Holdback Escrow. As the City Property is publicly owned, it is currently exempt from property taxes and therefore property taxes shall not be prorated. 13. Representations. 13.1 Citv's Representations. City has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and upon satisfaction of the Condition Precedent to Effectiveness, to consummate the transaction contemplated hereby in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by City is required in order to make it a valid and binding contractual obligation of City. The individual(s) executing this Agreement on behalf of City are authorized to do so. 13.2 Buver's Representations. (a) Authority. Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transaction contemplated hereby in the execution, delivery and performance of this Agreement and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement. The individual(s) executing this Agreement on behalf of Buyer are authorized to do so. (b) No Side Representations. Buyer represents, warrants and covenants to City that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the City Property. Buyer acknowledges that City makes no representation or warranty regarding the condition of the City Property, its past use, or its suitability for Buyer's intended use. Buyer will be relying solely upon its own OAK #4848-2211-8201 v3 Page 9 of 29 ATTY/AGR/2016.297/BUTLER MAIN STREET PURCHASE & SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV: 10-10-16 VR