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Agenda - 04-15-2025; 6-b - Purchase of Property for the Crisis Diversion Facility
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Agenda - 04-15-2025; 6-b - Purchase of Property for the Crisis Diversion Facility
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4/15/2025
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Agenda
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6-b
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9 <br /> 2.2 Purchase Price. Buyer shall pay the Purchase Price to Seller on the Closing Date by wire <br /> transfer. <br /> 2.3 Earnest Money. Within ten (10) business days after the Effective Date, Buyer shall <br /> deliver to Escrow Agent the Earnest Money. Escrow Agent shall hold the Earnest Money in an interest <br /> bearing account with a financial institution insured by the Federal Deposit Insurance Corporation. Escrow <br /> Agent shall hold and disburse the Earnest Money in accordance with the terms of this Contract, including <br /> the terms on Exhibit B. At Closing,the Earnest Money will be applied against the Purchase Price. <br /> 2.4 Closing. The closing("Closing") shall occur through an escrow at the offices of Buyer's <br /> Counsel on the Closing Date. All funds necessary for Closing shall be deposited with Buyer's Counsel and <br /> held in a trust account with Truist Bank. Upon satisfaction of all closing conditions and deliveries <br /> (including a title update confirming that title to the Property is in the condition required by this Contract <br /> and the recordation of the Deed (as defined in Section 7.1.1(a)), Buyer and Seller shall direct Buyer's <br /> Counsel to deliver the closing documents to the appropriate parties and make disbursements according to <br /> the closing statement executed by Buyer and Seller. <br /> 2.5 Closing Date Extensions. Buyer shall have the right to adjourn and otherwise extend the <br /> Closing Date for two (2)periods of thirty (30) days each by the payment of an addition $10,000 for each <br /> such extension to the Escrow Agent (each an "Extension Deposit"). Each Extension Deposit is non- <br /> refundable to Buyer except in the event of a breach by Seller and shall be applied to the Purchase Price at <br /> Closing. <br /> ARTICLE III <br /> Inspection <br /> 3.1 Access and Inspection. Buyer's agents, contractors, employees and representatives may <br /> enter the Property for the purposes of inspecting the Property, conducting soil tests, surveys, mechanical <br /> and structural engineering studies, environmental investigations (including installing groundwater <br /> monitoring wells, performing soil borings and analysis of the soil, groundwater, surface water, sediment <br /> and other media at the Property),title examinations, and any other investigations and inspections as Buyer <br /> may reasonably require to assess the condition of the Property (collectively, "Inspections"). All <br /> Inspections shall occur at reasonable times and be conducted so as not to unreasonably interfere with the <br /> use or operation of the Property.If Buyer desires to conduct any invasive testing at the Property,then Buyer <br /> shall do so only after reasonable prior written notice to Seller (which shall be at least three (3) business <br /> days in advance).As Seller's request,Buyer shall promptly furnish to Seller copies of any reports received <br /> by Buyer related to its Inspections. The Inspections will not materially damage the Property except as is <br /> ordinarily required for the performance of the Inspections. Buyer shall hold Seller harmless from and <br /> against any claims for injury to person or for damage to property to the extent resulting from the Inspections, <br /> except for claims arising out of. (a)any existing environmental contamination or latent defects on the <br /> Property that are discovered by Buyer as a result of the Inspections, and any disclosure of such matters by <br /> Buyer or its consultants to a governmental agency that may be required by Applicable Laws; and (b) any <br /> matters arising directly or indirectly from the acts or omissions of Seller. Seller shall also cooperate in <br /> good faith with Buyer and Buyer's agents and employees during the Inspection Period. <br /> 3.2 Inspection Period. Buyer may, for any reason(or for no reason),terminate this Contract <br /> at any time prior to the end of the Inspection Period by delivering notice to Seller. If Buyer so terminates <br /> this Contract,then Escrow Agent shall refund the Earnest Money to Buyer and neither party shall have any <br /> further rights or obligations under this Contract(other than those that expressly survive termination of this <br /> Contract). Buyer's failure to terminate this Contract prior to the end of the Inspection Period shall not <br /> 4 <br />
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