Laserfiche WebLink
5489135.1 3 <br />v) all minerals, oil, gas and other hydrocarbon substances on and under the real <br />property and all rights related thereto; and <br />vi) all development rights, air rights, water, water rights, riparian rights and water <br />stock relating to the real property. <br />b) (i) that certain personal property located on and used in connection with the Real <br />Property, if any, consisting of (a) all keys and combinations to all doors, cabinets, <br />safes, enclosures and other locking items or areas on or about the Real Property in <br />Seller’s possession; and (b) all tangible personal property, including, without <br />limitation, all tools, supplies, electric switch gear, telephone systems, office <br />equipment, safety gear and fire safety equipment fixtures, in each case to the extent <br />owned by Seller, located on the Real Property and used exclusively in connection <br />with the occupation or operation of the Real Property and (ii) all construction <br />contracts, design contracts, labor contracts, proposals, as-built plans and <br />specifications (the “Construction Documents”), and indemnities and warranties <br />related to the Work as defined in the Lease Agreement (collectively, the “Personal <br />Property”). <br />2.3. At Closing, Purchaser shall succeed to Seller’s interest in, and shall otherwise assume and <br />take title to the Property. <br />3. Purchase Price. <br />3.1. The purchase price (the “Purchase Price”) for the Property is the sum of Twelve Million <br />Seven Hundred Fifty Thousand and 00/100 Dollars ($12,750,000.00), payable by Purchaser <br />to Seller as follows: <br />3.2. Within no later than one (1) Business Day (as hereinafter defined) following the Open Date <br />, TIME BEING OF THE ESSENCE, the sum of Six Hundred Thousand and 00/100 Dollars <br />($600,000.00) (the “Deposit”) to be paid by electronic wire transfer of immediately <br />available funds to an account designated by the Title Company (as hereinafter defined) (in <br />such capacity, “Escrowee”); and <br />3.3. The balance of the Purchase Price, subject to adjustment and proration as provided in this <br />Contract, at Closing by wire transfer of immediately available funds to Escrowee for <br />payment to Seller upon Closing. <br />3.4. Upon the payment of the Deposit by Purchaser, such amount shall be non-refundable under <br />any circumstances except in the case that both (A) Seller is in default of its obligation to <br />close the purchase and sale of the Property in accordance with this Contract, and (B) <br />Purchaser is not in default under the Settlement Agreement or this Contract. <br />4. Deposit Provisions. <br />4.1. Upon delivery of the Deposit to Escrowee in accordance with Section 3.2, Escrowee shall <br />disburse (and in all events within five (5) Business Days) the entire Deposit to Seller in <br />accordance with wiring instructions provided by Seller without any further action by, or <br />approval of, Purchaser. The Deposit shall be retained by Seller in all circumstances except <br />as provided in Section 3.4, but the Deposit shall be applied to the Purchase Price at Closing. <br />EXHIBIT 1