HPT CW PROPERTIES TRUST-2010 - Laserfiche WebLink

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6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of ONE MILLION SEVENHUNDRED THREE THOUSAND FIVE HUNDRED EIGHTY-FIVE AND NO/100 DOLLARS ($1,703,585). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Recordation of the Deed conveying said real property to City, (b) The title company's irrevocable commitment to issue a title insurance policy to City in accordance with the provisions of Section 3 above. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Waiver of Potential Violations. City hereby acknowledges that Seller is entering into this Agreement and conveying the Property to City in lieu of requiring the City to pursue condemnation proceedings with respect to the Property and that, following the closing of the transactions contemplated hereby, Seller's remaining property, may not comply with all municipal legal requirements (including without limitation, zoning and parking requirements) applicable thereto. City hereby waives any such non-compliance resulting from the closing of the transactions contemplated hereby, which waiver shall survive at the closing. . 9. Waivers. The waiver by either party of any breach of any covenant or agreement herein contained on the part of the other party shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors in Interest. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary inspections. City agrees to exercise such access rights in a manner so as not to u~~reasonably disturb the operation of the real property. City hereby agrees to indemnify, defend and hold harmless Seller from and against any loss, claim or damage incurred or suffered by Seller in connection with the exercise of such inspection rights. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The mailing address of the Seller is: Page 3 of 24