Agmt11 Janice Salaman, 1584 Maple St., Docktown,

Browse Search

(c) Seller's Representations and Warranties. Seller's representations and warranties as set forth in Paragraph 12 below shall be true and correct as of the Effective Date and as of the Closing Date, subject to Seller's updating of such representations and warranties pursuant to Paragraph 15(d) as the result of any changed circumstances occurring between the Effective Date and the Closing Date. (d) Seller's Performance. Seller shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on Seller's part at or prior to the Closing. (e) Title Policy. Escrow Holder shall be ready willing and able to issue to Buyer the Title Policy at the Closing. (f) Seller's Deliveries. Seller shall deliver into the Escrow the following documents (collectively, the "Closing Documents "): (i) the Grant Deed (in the Escrow Holder's standard form) for recordation and delivery to Buyer at the Closing, (ii) an affidavit as required by the Foreign Investment in Real Property Tax Act (in the Escrow Holder's standard form) and a form 593 -C as required by California law, (iii) escrow instructions in form and substance consistent with the requirements herein, (iv) an Assignment and Bill of Sale in the form of Exhibit C attached hereto (the "Assignment "), duly executed by Seller, (v) an Assignment and Assumption of Lease in the form attached hereto as Exhibit D (the "Assignment of Lease "), (vi) a notice letter to Docktown Marina, Inc. advising Docktown Marina, Inc. of the sale of the Property to Buyer and directing Docktown Marina, Inc. to pay to Buyer all rent and other sums accruing under the Lease for the period after the Closing executed by Seller, (vii) such duly executed owner's affidavits as may be reasonably required by the Escrow Holder to issue the Title Policy at Closing, (viii) all prorations, fees and other amounts to be paid by Seller at Closing, provided that in lieu of depositing such amounts in Escrow, such amounts shall be withheld from the Closing Payment delivered to Seller in accordance with Seller's approved closing statement; (ix) such evidence as the Escrow Holder may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; and (x) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. (g) Estoppel Certificates. Seller shall have obtained and delivered to Buyer an estoppel certificate in the form required by the Lease or, if the form is not specified in the Lease, in substantially the form attached to this Agreement as Exhibit F, duly executed by Docktown Marina, Inc. (the " Docktown Estoppel Certificate "). It shall be a condition precedent to Buyer's obligation to close the transactions contemplated by this Agreement that Seller shall have obtained by the date that is at least five (5) business days prior to the Closing the Docktown Estoppel Certificate (the "Minimum Estoppel Requirement "). If the Minimum Estoppel Requirement is not satisfied by the date which is five (5) business days prior to the Closing, Buyer shall be entitled to extend the Closing Date, not to exceed an aggregate of thirty (30) days, to allow Buyer additional time to obtain the Docktown Estoppel Certificate as provided in this Paragraph 10(g). Prior to delivering the Docktown Estoppel Certificate for review and execution, Seller shall deliver a draft thereof to Buyer for review and approval, and Buyer will have five (5) business days after receipt to review such draft and to notify Seller of any requested corrections or additions thereto. The Docktown Estoppel Certificate shall be considered Purchase and Sale Agreement 1548 Maple 03.04.2011 v.1 11