2021-124 - Laserfiche WebLink

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d. Title Policy. At Closing, Purchaser shall cause the title company to issue to Purchaser an ALTA form of title insurance policy with respect to the Easement or binding commitment therefor to issue the same, dated, or updated, to the Closing Date, insuring, or irrevocably committing to insure, at normal statutory premium rates, without the requirement for additional premiums or escrows to be posted by Purchaser, with extended coverage with respect to the Easement, with customary endorsements, the Easement and improvements, subject only to the Permitted Exceptions (the "Title Policy"). The Title Policy shall be dated as of the Closing Date with gap coverage from Seller from the Closing through the date of recording and shall be issued at such party's sole cost and expense as is customary for similar transactions in the jurisdiction of the applicable Easement. e. Conveyance of the Easement. At Closing, Seller shall convey to Purchaser (a) good and valid interest in the Easement, subject only to (A) the Permitted Exceptions relating thereto, and (B) any Unpermitted Exceptions which are cured by causing the title company to remove or insure over such matters in the Title Policy in accordance with Section 4(c)(iv), but which otherwise are not removed from title, and (b) good and marketable title to the personal property set forth in Section 1, free and clear of all liens and encumbrances. 5. Purchase Price; Adjustments; Earnest Money. a. Purchase Price. Provided that the annual Tower Cash Flow for the Tower(s) is equal to or greater than $220,886.00 (the "TCF Threshold") as of the Closing Date, the purchase price for the Tower Assets (the "Purchase Price") shall be FOUR MILLION ONE HUNDRED THOUSAND 00/100 Dollars ($4,100,000.00) which shall be paid by bank or certified check or wire transfer upon delivery of the Closing Documents and the Closing of the transaction hereunder. $10 of the Purchase Price shall be allocated to the Easement with the balance of the Purchase Price allocated to the Tenant Leases, the Tower and associated equipment. b. Adiustments. If Purchaser discovers during the Due Diligence Period that, the Tower Cash Flow with respect to the Tower is less than the TCF Threshold as of the Closing Date, the Purchase Price shall be reduced by an amount equal to the sum of. (A) 18.56 multiplied by (B) the difference between the TCF Threshold and the actual Tower Cash Flow with respect to the Tower as of the TCF Date. In the event that Seller disputes Purchaser's calculation of Tower Cash Flow, Seller and Purchaser shall, in good faith, attempt to agree upon the actual Tower Cash Flow with respect to the Site(s) on or before ten (10) days following Seller's receipt of the Purchaser's determination of Tower Cash Flow. 6. Earnest Money. Within five days after the Effective Date, Buyer shall deposit Forty One Thousand and No/100 ($41,000.00) Dollars (the "Earnest Money") with TitleVest Agency, LLC. The Earnest Money shall be held in a non-interest bearing account. In the event the sale closes as provided herein, then the Earnest Money and the remainder of the Purchase Price shall be paid to Seller at Closing. The cost to Seller of granting to Buyer the right to purchase the Property has a value that is difficult to calculate, and the Parties have agreed that the Earnest Money is a reasonable approximation of that value. In the event Buyer defaults in its obligations hereunder, the Earnest Money shall be paid over to Seller as an agreed and liquidated amount of compensation and not as a penalty. In the event this Agreement is terminated by Buyer on or before the last day of the Due Diligence Period or as otherwise permitted herein, the Earnest Money shall be returned to Buyer. Otherwise, the Earnest Money shall be paid out as provided in this Agreement._ 7. Closing. Provided that all conditions to closing contained herein have been met or waived, the closing of the transactions contemplated hereby (the "Closing") shall occur on or before October 18, 2021 (the "Anticipated Closing Date'). All documents required to close the transaction shall be deposited in escrow with the TitleVest Agency, LLC located at 110 East 42nd Street, 10th Floor, New York, NY 10017 ("TitleVest") at least three (3) calendar days prior to the Closing, or as otherwise agreed to. In the event that -4-