RDA Agmt 2009 Norcal AL LLC - Laserfiche WebLink

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If, despite Seller's good faith best efforts, Seller is unable to complete the Demolition Work within sixty (60) days following the Contingency Satisfaction Date (or within ninety (90) days following the Contingency Satisfaction Date if the last sentence of the preceding paragraph is applicable), then in Buyer's discretion, Buyer may elect to complete the Demolition Work, in which case: (i) escrow shall close and Seller shall assign to Buyer all of Seller's rights with respect to plans, permits, and contracts for the Demolition Work, and (ii) an amount equal to one hundred fifty percent (150%) of the estimated cost to complete the Demolition Work based upon the cost estimates in the demolition contract, shall be held back from the Purchase Price released to Seller at the close of escrow, and such holdback shall be retained in escrow and used by Buyer to pay for the completion of the Demolition Work. Any portion of the holdback that is not used by Buyer to complete the Demolition Work shall be immediately returned to Seller. Seller agrees to reimburse Buyer for any cost Buyer incurs to complete the Demolition Work in excess of the holdback within five (5) days following Buyer's delivery of an invoice to Seller documenting such additional costs. This obligation shall survive the close of escrow and recordation of the Grant Deed. If Buyer does not elect to complete the Demolition Work as set forth in this Section, then the close of escrow shall be further extended for up to an additional six (6) months to allow Seller to complete the Demolition Work. 3.2.1 Conditions to Demolition. Seller's obligation to perform the Demolition Work shall be subject to the satisfaction of the following conditions: (a) Buyer shall have deposited the full Purchase Price into Escrow; (b) Buyer shall have notified Seller in writing that the contingencies set forth in Section S, paragraphs a, b and c of the Settlement Agreement and Section 11 of this Agreement have been satisfied; and (c) The condition set forth in Section 12 of this Agreement shall have been satisfied or is deemed satisfied. The date that all of the conditions described in clauses (a), (b) and (c) of this Section 3.2.1 are satisfied shall be referred to herein as the "Contingency Satisfaction Date." In the event all such conditions are not satisfied by the date that is ninety (90) days after the Effective Date, either party shall have the right to terminate this Agreement. No termination under this Agreement shall release either party then in default from liability for such default. 4. Escrow; Escrow Instructions. Within two (2) business days following the Effective Date, the Parties shall open an escrow to consummate the purchase and sale of the Property pursuant to this Agreement at the office of Placer Title Company located at 4$11 Hopyard Road, Suite G6, Pleasanton, CA 94588; Escrow Officer: Lorri Decia ("Title Company" or "Escrow Agent") or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent. 1225087-5 3