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Title Policy, any additional escrow instructions and the final Escrow closing statement, to <br />Seller's counsel and Buyer's counsel. <br />2.11 Seller's Proceeds. At the Close of Escrow, subject to Section 2.13 below, <br />Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to <br />Seller.'.s account as directed in separate written instructions to be provided by Seller. <br />2.12 Cal - FIRPTA Withholding. Unless this transaction is exempt wider <br />California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the <br />"withholding agent" and withhold from proceeds due Seller any amounts required under the <br />above code sections to be withheld by Buyer and pay same to the California Franchise Tax <br />Board or Internal Revenue Service in accordance with applicable law. <br />2.13 Additional Documents. Seller and Buyer shall execute and deliver to <br />Escrow any other documents reasonably required by Escrow Holder including, without <br />limitation, Seller's affidavits or statements regarding mechanics liens and7or tenants or parties in <br />possession. <br />2.14 Termination of Property Contracts. Seller shall terminate any service <br />contracts or similar agreement relating to the Property which the Buyer does not elect in writing <br />to assume which termination shall be effective as of the Close of Escrow. <br />3. Real Estate Brokerage Commission. Buyer and Seller each represent and <br />Warrant to each other that they have not employed, dealt with or incurred any obligation to any <br />broker, agent or finder in connection with the Property, and that they have not incurred any <br />obligation to pay any other real estate brokerage or other commission or fee in connection with <br />the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold <br />each other free and harmless from and against all costs and liabilities, including without <br />limitation reasonable attorneys' fees and the costs and expenses of litigation, for causes of action <br />or proceedings in any way related to or resulting from a breach of the foregoing representation <br />and warranty or arising out of any action or proceedings which may be instituted by any broker, <br />agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the <br />indennifying Party,. respectively, in connection with this transaction. <br />4. Investigation by Buyer. <br />4.1 Feasibility. Within five (5) business days following the execution of this <br />Agreement by Buyer and Seller, Seller shall deliver to Buyer copies of all maps, permits, <br />applications, contracts, correspondence, studies, reports, appraisals and all other documents, <br />materials or information of any kind that relate to the Property, whether in the possession of <br />Seller or any agent or consultant of Seller (collectively, the "Property Documents "). Seller will <br />immediately furnish Buyer with copies of any revisions or supplements to the Property <br />Documents and will immediately furnish Escrow Holder and Buyer with copies of any revisions <br />or supplements to the Property Documents. Seller shall deliver original versions of the Property <br />Documents (to the extent available) to Buyer at the Close of Escrow. <br />4.2 License. Seller hereby grants to Buyer and its agents a nonexclusive <br />license to enter the Property during the term of the Escrow for the purpose of conducting <br />-7- <br />25A -17 <br />