Agenda - 06-23-2004-8a - Laserfiche WebLink

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All of the items described in Subparagraphs (a), (b) and (c) above are hereinafter collectively referred to as the "Property " 2 Purchase Price The purchase price ( "Purchase Price ") to be paid by Buyer for the Property shall be One Million Two Hundred Fifty Thousand and No /100ths Dollars ($1,250,000.00) plus any amount due Seller as the result of the calculation made in Paragraph 9(a) below for ad valorem property taxes on the Property for the calendar year in which the Closing occurs. The balance of the Purchase Price due under this Contract shall be paid by wire transfer at Closing, subject to price adjustments and prorations as provided in this Contract. a. Earnest Money. Purchaser shall, within five (5) business days following the Effective Date (as defined in Paragraph 220) below), deliver to Womble Carlyle Sandridge & Rice, PLLC (the "Escrow Agent "), Twenty Five Thousand and No /100ths Dollars ($25,000.00) (the "Earnest Money "), which shall be held in escrow by the Escrow Agent pursuant to the terms and conditions hereof. If Closing on the Property occurs as contemplated in this Contract, Buyer shall receive the benefit of the Earnest Money as a credit against the Purchase Price. Buyer shall be entitled to a return of the Earnest Money in the event Buyer decides not to close on the Property prior to the end of the Buyer's Inspection Period pursuant to Paragraph 6 of this Contract. In the event of Seller's breach under this Contract, Buyer shall be entitled to a return of the Earnest Money pursuant to Paragraph 20 of this Contract. In the event Seller does not acquire the Property from a third party on or, before January 14, 2005 as described in Paragraph 4(a) of this Contract or in the event Buyer exercises its option to terminate this Contract as provided in either Paragraph 5 or Paragraph 12 of this Contract, Buyer shall be entitled to a return of the Earnest Money. In the event Buyer does not terminate this Contract prior to the expiration of Buyer's Inspection Period and the Closing of this transaction does not occur due to Buyer's breach, the Seller shall be entitled to receive payment of the Earnest Money pursuant to Paragraph 20 of this Contract. b. Escrow Agent's Duties. Upon the filing of a written demand for the Earnest Money by Buyer or Seller, which demand shall be made by either party only upon its good faith belief that it is entitled to the Earnest Money under the terms hereof (the "Demand for Earnest Money "), the Escrow Agent shall promptly mail a copy of the Demand for Earnest Money to the other party. The other party shall have the right to object to the Demand for Earnest Money by sending written notice of such objection (the "Objection ") to the Escrow Agent in accordance with the Notice provision of Paragraph 22(c) below at any time within ten (10) calendar days after receiving notice of the Demand for Earnest Money, but not thereafter. The Objection shall set forth the basis for objecting to the Demand for Earnest Money. Upon receipt of an Objection, the Escrow Agent shall promptly mail a copy thereof to the party who filed the Demand for Earnest Money. If the Escrow Agent does not receive an Objection to the Demand for Earnest Money within the ten (10) days set forth above, it shall deliver the Earnest Money to the party sending the Demand for Earnest Money within five (5) business days after the expiration of said ten (10) day deadline. In the event the Escrow Agent receives timely notice of an Objection, the Escrow Agent shall continue to hold the Earnest Money until (i) the Escrow Agent receives written notice signed by both Seller and Buyer directing the delivery of the Earnest Money, in which case, the Escrow Agent shall promptly deliver the Earnest Money in accordance with said notice, or (ii) in 2 RTP 84406v7