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12/13/2022 (2)
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12/13/2022 (2)
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Last modified
3/16/2023 12:17:21 PM
Creation date
3/16/2023 10:48:56 AM
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Meetings
Meeting Type
BCC Regular Meeting
Document Type
Agenda Packet
Meeting Date
12/13/2022
Meeting Body
Board of County Commissioners
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DigiSign Verified: 8E3E7A25-30D4-4854-B8B3-D6A8A916EB6B <br />Attachment 3 <br />6. Closing and Closing Costs. <br />(a) Closing Date. The purchase and sale contemplated by this Agreement shall <br />close (the "Closing") on or before One Hundred and Eighty (180) days after the expiration of the <br />Investigation Period (the "Closing Date"). <br />(b) Closing Location. The Closing will be held at the offices of Escrow Agent <br />or at such other place as the parties may mutually agree upon. <br />(c) Early Closing. Notwithstanding anything contained herein to the contrary, <br />at any time prior to the scheduled Closing Date, Buyer in its sole discretion may elect to close this <br />transaction. Buyer shall exercise this election by delivering to Seller written notice of Buyer's <br />intention to close which notice shall set a closing date not more than thirty (30) days from the date <br />of such notice. <br />(d) Costs. Seller shall pay the cost of all transfer fees, including, documentary <br />stamps to be affixed to the deed and for the recording of, and any and all other costs relating to <br />obtaining title corrective instruments. Buyer shall pay the cost of the recording of the deed, the <br />owner's title insurance policy premium, the cost of the Survey, any title updates, investigation and <br />lien searches and for all recording costs (except the costs of recording curative documents required <br />pursuant to the terms of Section 3 hereof, which costs shall be paid for by Seller). Seller and Buyer <br />shall each pay for their own legal fees in connection with this Agreement. <br />7. Extensions. Buyer shall be entitled to Four (4) successive Forty -Five (45) day <br />extensions in total, each of which may be applied towards either the Investigation Period or the <br />Closing Date, at the Buyer's sole option (each an "Extension"). For each Extension, Buyer shall <br />pay the sum of Twenty Five Thousand and no/00 Dollars ($25,000.00) to Seller (each such <br />$25,000.00 payment is hereinafter referred to as an "Extension Payment"). Buyer shall receive a <br />credit against its obligation to pay the Purchase Price hereunder in an amount equal to the aggregate <br />the Extension Payment(s). Each such Extension Payment after the expiration of the Investigation <br />Period shall be non-refundable to Buyer, unless Buyer terminates this Agreement due to any of the <br />following: (1) pursuant to Buyer's right to terminate pursuant to this Agreement, (2) pursuant to <br />Buyer's right to terminate in the event of an uncured title defect, (3) pursuant to Buyer's right to <br />terminate as a result of a moratoria at the Property, (4) pursuant to Buyer's right to terminate as a <br />result of a condemnation at the Property, and (5) as a result of Seller's breach of this Agreement. <br />8. Seller's Deliveries. Seller shall deliver to Buyer at least five (5) days prior to the <br />Closing copies of the following documents (with the exception of subsection (c) below which shall <br />be delivered at Closing), dated as of the day of Closing, the delivery and accuracy of which shall <br />be a condition to Buyer's obligation to consummate the transactions contemplated hereby: <br />(a) Warran , Deed. A special warranty deed (the "Deed") in recordable form, <br />duly executed by Seller, conveying to Buyer good, marketable and insurable fee simple title to the <br />Property subject only to those exceptions contained in the Title Commitment and approved by <br />Buyer pursuant to the terms of this Agreement, with the legal description provided in the Title <br />Commitment. <br />141 <br />is <br />QA 1, <br />
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