SA 2017-001 - Laserfiche WebLink

Home Browse Search

EXHIBIT A TO EXHIBIT 4 (vii) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company which are consistent with the terms of thisAgreement. (b) Failure to Deliver. Should any of Seller's Delivered Items not be timely delivered to Escrow, Buyer shall, by written notice to Seller, provide Seller with five (5) business days to deliver all of Seller's Delivered Items. If Buyer's notice provides Seller such five (5) business days to deliver Seller's Delivered Items, and if Seller's Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer's Deliveries to Escrow. (a) Buyer's Delivered Documents. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Buyer's Delivered Items"): (i) Purchase Price. The Purchase Price, less amounts which Seller confirms in writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount and the Deposit, together with additional funds as are necessary to pay Buyer's closing costs set forth in Section 10(b) herein. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(b) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Seller shall execute and deliver three (3) originals of California Form 593 to Title Company at or immediately afterClosing. (ii) Change of Ownership Report. One (1) original Preliminary Change of Ownership Report. (iii) Final Escrow Instructions. Buyer's final written escrow instructions to close escrow in accordance with the terms of this Agreement. (iv) Authori . Such proof of Buyer's authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. (v) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. (b) Failure to Deliver. Should any of Buyer's Delivered Items not be timely delivered to Escrow, Seller shall, by written notice to Buyer, provide Buyer with five (5) business days 11