Agmt10 Las Cruces Holdings, LLC - Laserfiche WebLink

Browse Search

or with only changes or revisions being made thereto which are approved by Optionee in its reasonable discretion. 3. Purchase Price; Loan Prepayment Fee. (a) Purchase Price. The purchase price for the Property shall be Five Million Two Hundred Thousand Dollars ($5,200,000) (the "Purchase Price "). If Optionee exercises the Option, the Purchase Price shall be paid by Optionee to Owner at the Closing as follows: (a) Optionee shall receive a credit to the Purchase Price equal to the sum of the Option Payment, the Initial Deposit, and all Applicable Deposits made by Optionee, plus all interest accrued on the Deposits while in Escrow, and (b) Optionee shall deposit into the Escrow at or prior to the Closing for delivery to Owner a sum (the "Closing Payment ") equal to the balance of the Purchase Price. (b) Loan Prepayment Fee. The Property currently is encumbered by a deed of trust (the "Deed of Trust ") securing a Loan (the "Loan ") evidenced by a promissory note (the "Note ") in the original principal amount of Two Million Five Hundred Thousand Dollars $2,500,000 (the "Loan ") in favor of American United Life Insurance Company( "Lender "). The Deed of Trust was recorded on July 3, 2008, as Instrument No. 2008 - 077567 of the official records of San Mateo County, California. At the Closing, Owner shall cause the deed of trust and any other documents evidencing or securing the Loan to be released and reconveyed. To the extent that a prepayment fee or premium (the "Prepayment Fee ") is required to be paid to the Lender pursuant to the Note, the Deed of Trust or the other documents evidencing the Loan as a condition to the prepayment of the Loan and /or the release and reconveyance of such documents in connection with the Closing of the sale of the Property to Optionee, Optionee shall pay, in addition to the Purchase Price, such fee at the Closing; provided, however, that Optionee's obligation to pay the Prepayment Fee shall arise if, and only if, the Closing occurs, and Optionee's obligation to pay the Prepayment Fee shall not exceed, in the aggregate, Five Hundred Thousand Dollars ($500,000) ( "Optionee's Prepayment Fee Contribution "). The Optionee's Prepayment Fee Contribution shall be paid through Escrow at (and subject to the occurrence of) the Closing. As a condition precedent to Optionee's obligation to make the Optionee's Prepayment Fee Contribution, Owner shall provide Optionee with copies of all correspondence between Owner and the Lender regarding the Prepayment Fee, including without limitation the Lender's written demand for such payment together with all information and calculations used in determining the amount of the Prepayment Fee. To the extent that any other amounts are required to be paid to the Lender (including without limitation, principal, interest, reconveyance fees, or other fees or costs of any kind), Owner shall be solely responsible for paying such amounts without reimbursement from Optionee. 4. Escrow. (a) Opening of Escrow. Promptly after the full execution and delivery of this Agreement, the parties will open an escrow (the "Escrow ") with Escrow Holder and shall deposit with Escrow Holder a copy of this fully executed Agreement, or executed counterparts hereof. The "Opening of Escrow" shall be deemed to have occurred on the date following the execution and delivery of this Agreement by Optionee and Owner that Escrow Holder executes the Option Agreement 50 Chemical 10.5.2010 v. 8 6