8H Consent 2009 0504 - Laserfiche WebLink

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(iv) the cost of the Title Policy. 8. Close of Escrow. The Parties intend to close escrow by June 30, 2009, unless this Agreement is terminated pursuant to the terms hereof or extended by mutual agreement of the Parties. The Escrow Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of Alameda County, California; (ii) issuing the Title Policy and delivering same to Buyer; (iii) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller; and (iv) delivering to Buyer a conformed copy of the Grant Deed indicating recording information thereon. Possession of the Property shall be delivered to Buyer at the close of escrow. 9. Closing Costs. Each Party shall pay one-half (1/2) of all escrow fees. Seller shall pay all Alameda County transfer taxes or fees and. Buyer will pay all recording fees and the cost of the Title Policy. 10. Prorations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes shall be prorated as of the close of escrow based upon the most recent tax bill available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that constitutes a lien on the Property at the close of escrow shall be assumed by Buyer. 11. Buyer's Conditions to Closing. The close of escrow and Buyer's obligation to purchase the Property are conditioned upon satisfaction (or Buyer's waiver, exercisable in Buyer's sole discretion) of each of the following: (i) the performance by Seller of each obligation to be performed by Seller under this Agreement (including without limitation, the demolition of the Building and removal of debris from the Property in accordance with Section 3.2) within the applicable time period or the waiver by Buyer of such obligation; (ii) Seller's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the close of escrow; (iii) the commitment by Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions; (iv) Buyer's approval of the condition of the Property and other matters pursuant to Section 12; (v) approval of the purchase of the Property by Buyer's governing board; and (vi) the Settlement Agreement shall be in full force and effect. Should any condition to closing fail to occur, excepting any such conditions that have been waived by Buyer, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 12. Buyer's Additional Conditions to Closing. Buyer's obligation to purchase the Property is also conditioned upon Buyer's review and approval of the condition of the Property pursuant to this Section. 1225087-2 4