25A - AGMT - SALE 2129 N MAIN ST

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Holder, the terms of this Agreement shall control. Buyer and Seller shall each furnish Escrow. Holder with their respective Federal Tax Identification Numbers and such other information as is reasonably required by Escrow Holder. 2? Payment of Purchase Price. The Purchase Price for the Property shall be payable as follows: 2.2.1 Deposit. Buyer has made an Initial Deposit (as defined in the ENA) of NINETY THOUSAND DOLLARS ($90,000:00) pursuant to the ENA. Within ten (10) business days following the execution of,this Agreement by the Parties, Seller shall deliver to Escrow Holder, by wire transfer or other immediately available Rinds the remainder of such amount after debiting such amount pursuant to the ENA. The balance shall be referred to herein as the "Deposit ". The Deposit shall be placed by Escrow Holder in an interest bearing account with interest accruing for the benefit of Buyer. 2.2.2 Feasibility Consideration. Notwithstanding any other provision of this Agreement to the contrary, One Hundred Dollars ($100) of the Deposit ( "Retained Amount ") shall, upon-delivery to Escrow Holder, be non - refundable to Buyer for any reason other than a default under this Agreement by the Seller. The Retained Amount is consideration to Seller for holding the Property off the market during the Feasibility Period and granting Buyer the right to acquire the Property in accordance with this Agreement, if Buyer approves the Property during the Feasibility Period. The, Retained Amount shall be released to Seller upon the opening of Escrow. Notwithstanding anything to the contrary in this Agreement, any provision of this Agreement entitling Buyer to a refund of the Deposit shall not include the Retained Amount, except in the event of a default. by .Seller. 2.2.3 Payment at Closing. If Seller has deposited' into Escrow all documents and amounts required of Seller to close Escrow, including without limitation, the "Grant Deed" (as defined below) and complied with all of Seller's other obligations under this Agreement, then on or before the "Closing Date" (as defined below) so as not to delay the "Close of Escrow" (as defined below), Buyer shall deposit into Escrow the following in Acceptable Funds: (a) the balance of the Purchase Price (Purchase Price less the Deposit and any other credits to Buyer tinder this Agreement) and (b) the Escrow closing costs pursuant to the preliminary Escrow closing statement furnished by Escrow Holder as provided below. 2.3 Close of Escrow. Subject to Sections 2.3.1 and 2.3 ).2, Escrow for the sale of the Property shall close on the date ( "Closing Date ") which is thirty (30) days after Buyer provides Seller with written notice that Buyer has submitted applications for and obtained approval from all applicable governmental authorities of the following: a general plan amendment; zone change; environmental; building permits; site plan approvals; streets, alleyways and rights of way vacations; and all other entitlements and /or discretionary approvals of any kind necessary to develop the Property for the Project (the "Entitlements "), and that all applicable appeal and challenge periods with respect to the Entitlements have expired with no appeal or challenge having, been filed, or if filed any such appeal or challenge shall have been finally resolved in favor of the original approval of the Entitlements. Buyer shall obtain said Entitlements within twenty -four (24) months of the Effective Date of this Agreement. Any request for an extension of this timeframe must go to the Santa Ana City Council for 2% 25A -12