Real Estate Purchase And Sale Agreement Page 3
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14management, operation, maintenance, or repair of the Property to be assigned to and assumed by Buyer,
which are listed on Exhibit D hereto (“Assigned Contracts”), including any security deposits held
pursuant to the Assigned Contracts.
3.
PURCHASE PRICE AND PAYMENT. Subject to the terms and conditions herein, Buyer agrees
to pay to Seller the Purchase Price at Closing, by certified or wire-transferred funds, as payment in full for
the Property. The Purchase Price shall be adjusted at Closing for the credits, prorations, and adjustments
provided herein, including a credit for any Earnest Money as described in Section 4 and the adjustments
described in Section 11.
4.
EARNEST MONEY. If Earnest Money is required, then the following provisions shall apply:
4.1
Deposit. Within two (2) business days after the Effective Date, Buyer shall deposit the
Earnest Money with the Title Company; if Buyer fails to do so, then Seller shall have the right to
immediately terminate this Agreement. If the Closing occurs, the Earnest Money shall be paid to Seller
and credited against the Purchase Price. If the Closing does not occur and the Earnest Money is to be
paid to Seller in accordance with the express terms of this Agreement, then the Earnest Money shall be
paid to Seller; in all other events, the Earnest Money shall be paid to Buyer.
4.2
Instructions. Within two (2) business days after the Effective Date, the parties shall
deposit a fully-executed copy of this Agreement with the Title Company, which shall serve as escrow
instructions. The parties agree to execute such additional escrow instructions that the Title Company may
reasonably require and are consistent with this Agreement; if any such instructions and this Agreement
conflict then this Agreement shall control. The Earnest Money shall be held in a separate, interest-
bearing account and as otherwise directed by Buyer, in writing. The Earnest Money shall be held by the
Title Company, in escrow, until the earliest of (a) the Closing, whereupon the Earnest Money shall be
released to Seller and credited against the Purchase Price; (b) its receipt of a joint notice executed by
Seller and Buyer, whereupon the Earnest Money shall be released in accordance with the instructions
therein; or (c) its receipt of a notice of termination of this Agreement and request to release the Earnest
Money executed by one party, provided, that it delivers a copy of such notice and request to the other
party and receives no contrary instruction from such other party within ten (10) business days after
delivery of such copy to such other party, whereupon the Earnest Money shall be released in accordance
with the instructions in such notice and request. In the event of any conflicting notices or contrary
instructions, the Title Company may refuse to release the Earnest Money except pursuant to court order,
deposit the Earnest Money with a court pursuant to an action in interpleader, and/or take such other
actions with respect to the Earnest Money consistent with applicable law and this Agreement, in which
case the Title Company shall be released from all liability hereunder except for its willful misconduct,
gross negligence, or violation of this Agreement.
5.
TITLE AND SURVEY. Within five (5) business days after the Effective Date, Seller shall
deliver to Buyer copies of all title policies, title commitments, and existing surveys relating to the
Property in Seller’s possession or control. Within fifteen (15) days after the Effective Date, Seller shall
cause the Title Company to provide a commitment to issue the Title Policy at Closing (“Title
Commitment”), together with copies of all exception documents referenced therein. By the later of forty-
five (45) days after the Effective Date or thirty (30) days after its receipt of the Title Commitment, Buyer
may procure a survey of the Land and Improvements (“Survey”); if Buyer fails to do so, then it shall be
deemed to have waived its right to require a Survey for purposes of this Agreement. Each party shall
provide copies of the Title Commitment or Survey to the other party promptly upon request.
5.1
Review. Buyer shall have fifteen (15) days after its receipt of the Title Commitment and
the Survey, if any, whichever is received later (“Title Review Period”), to give Seller notice of such
objections as Buyer may have to anything contained therein (“Objections”). If Buyer fails to deliver
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