OTHER-2025-024-Purchase of Property for the Crisis Diversion Facility

Browse Search

I I i 2 .2 Purchase Price . Buyer shall pay the Purchase Price to Seller on the Closing Date by wire transfer. 2 .3 Earnest Money . Within ten ( 10) business days after the Effective Date, Buyer shall deliver to Escrow Agent the Earnest Money . Escrow Agent shall hold the Earnest Money in an interest bearing account with a financial institution insured by the Federal Deposit Insurance Corporation . Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms of this Contract, including the terms on Exhibit B . At Closing, the Earnest Money will be applied against the Purchase Price . 2 .4 Closing . The closing ("Closing") shall occur through an escrow at the offices of Buyer ' s Counsel on the Closing Date . All finds necessary for Closing shall be deposited with Buyer ' s Counsel and held in a trust account with Truist Bank . Upon satisfaction of all closing conditions and deliveries ( including a title update confirming that title to the Property is in the condition required by this Contract and the recordation of the Deed ( as defined in Section 7 . 1 . 1 (a) ) , Buyer and Seller shall direct Buyer ' s Counsel to deliver the closing documents to the appropriate parties and make disbursements according to the closing statement executed by Buyer and Seller. 2 . 5 Closin2 Date Extensions . Buyer shall have the right to adjourn and otherwise extend the Closing Date for two (2) periods of thirty ( 30) days each by the payment of an addition $ 10 , 000 for each such extension to the Escrow Agent (each an "Extension Deposit") . Each Extension Deposit is non - refundable to Buyer except in the event of a breach by Seller and shall be applied to the Purchase Price at Closing . i ARTICLE III Inspection 3 . 1 Access and Inspection . Buyer ' s agents, contractors , employees and representatives may enter the Property for the purposes of inspecting the Property , conducting soil tests, surveys , mechanical and structural engineering studies , environmental investigations ( including installing groundwater monitoring wells, performing soil borings and analysis of the soil , groundwater, surface water, sediment and other media at the Property), title examinations, and any other investigations and inspections as Buyer may reasonably require to assess the condition of the Property (collectively , "Inspections") . All Inspections shall occur at reasonable times and be conducted so as not to unreasonably interfere with the use or operation of the Property . If Buyer desires to conduct any invasive testing at the Property, then Buyer shall do so only after reasonable prior written notice to Seller (which shall be at least three ( 3 ) business days in advance) . As Seller ' s request, Buyer shall promptly furnish to Seller copies of any reports received by Buyer related to its Inspections . The Inspections will not materially damage the Property except as is ordinarily required for the performance of the Inspections . Buyer shall hold Seller harmless from and against any claims for injury to person or for damage to property to the extent resulting from the Inspections , except for claims arising out of: (a) any existing environmental contamination or latent defects on the Property that are discovered by Buyer as a result of the Inspections, and any disclosure of such matters by Buyer or its consultants to a governmental agency that may be required by Applicable Laws ; and ( b) any matters arising directly or indirectly from the acts or omissions of Seller . Seller shall also cooperate in good faith with Buyer and Buyer ' s agents and employees during the Inspection Period . 3 . 2 Inspection Period . Buyer may, for any reason ( or for no reason) , terminate this Contract at any time prior to the end of the Inspection Period by delivering notice to Seller . If Buyer so terminates this Contract, then Escrow Agent shall refund the Earnest Money to Buyer and neither party shall have any further rights or obligations under this Contract (other than those that expressly survive termination of this Contract) . Buyer ' s failure to terminate this Contract prior to the end of the Inspection Period shall not I 4 � i