AgdaPkt 2017-06-12 Joint SA PFA - Laserfiche WebLink

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from and after the close of escrow for MidPen’s repurchase of the Property, in accordance with Section 4 below, (ii) enter into the MidPen City Deed of Trust, and (iii) assume the total of the outstanding principal amounts of the Permitted Senior Mortgages existing as of the Closing Date in accordance with Section 5 below, and the outstanding principal amount of any other indebtedness secured by the Property which is approved by MidPen in writing, in its sole and absolute discretion, and the assumption of such outstanding principal amounts shall constitute the Purchase Price to be paid by MidPen to purchase the Property. Escrow for MidPen’s purchase of the Property under this Section 2 shall close within sixty (60) days after the date MidPen exercises the right of first refusal granted herein. The failure of MidPen to notify LifeMoves in writing of MidPen’s exercise of the right of first refusal to purchase the Property granted herein within such thirty (30) day period as provided hereinabove shall be deemed a waiver by MidPen of the right of first refusal to purchase the Property at the Purchase Price determined as provided herein with respect to LifeMoves’ election to sell, transfer or otherwise convey the Property, and LifeMoves shall be free to sell, transfer or otherwise convey the Property to an unaffiliated third party under terms and at a price described in its notice to MidPen of its election to sell the Property as described above, within a period of eighteen (18) months thereafter without reoffering the Property to MidPen. If LifeMoves does not sell, transfer or otherwise convey the Property to an unaffiliated third party at such terms and price within such eighteen (18) month period, LifeMoves shall again be under an obligation to offer the property to MidPen, and MidPen shall continue to have the right of first refusal to purchase the Property from LifeMoves or any successor in interest to LifeMoves. For purposes of this Section 2, the term “Affiliate of LifeMoves” shall mean an entity wholly owned by LifeMoves, or an entity controlling LifeMoves, or an entity under common control with LifeMoves. MidPen acknowledges and agrees that any transfer of the Property, or any portion thereof, arising out of any eminent domain proceeding, or any foreclosure, deed in lieu of foreclosure or exercise of power of sale under any mortgage or deed of trust, shall not constitute a transfer as to which MidPen shall have any right to exercise its right of first refusal to purchase the Property pursuant to this Section 2. 3. Closing Process. MidPen shall be required to close escrow for MidPen’s acquisition of the Property within sixty (60) days after (i) MidPen obtains relief from stay, in the case of a bankruptcy filing under Section 1 above, or (ii) the date MidPen exercises its right to repurchase the Property under Section 1 above, following a default under the Affordability Agreement and/or the Regulatory Agreement, as applicable, if no bankruptcy proceeding is commenced, or the date MidPen exercises its right of first refusal under Section 2 above, which period shall be extended if, notwithstanding diligent efforts of the party responsible therefor, any condition precedent to the closing set forth in Sections 3(e) or 3(f) has not been satisfied, but not longer than an additional forty-five (45) days. At the closing, LifeMoves and MidPen shall perform the obligations set forth in, respectively, Section 3(a) and Section 3(b), the performance of which obligations shall be concurrent conditions. The closing for MidPen's acquisition of the Property ("Closing") shall be consummated through an escrow administered by the escrow holder. All documents and funds required to close shall be deposited with REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 29 of 68 6.3.B. - Page 34