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<br />INITIALS INITIALS
<br />©2019 AIR CRE.All Rights Reserved.Last Edited:3/8/2022 9:08 AM
<br />OFA-20.20,Revised 10-22-2020 Page 6 of 11
<br />prior to the Closing,Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute.
<br />(f)If applicable,a bill of sale,duly executed,conveying Ɵtle to any included personal property to Buyer.
<br />(g)If the Seller is a corporaƟon,a duly executed corporate resoluƟon authorizing the execuƟon of this Agreement and the sale of the Property.
<br />10.3 Buyer shall deliver to Seller through Escrow:
<br />(a)The cash porƟon of the Purchase Price and such addiƟonal sums as are required of Buyer under this Agreement shall be deposited by Buyer with
<br />Escrow Holder,by federal funds wire transfer,or any other method acceptable to Escrow Holder in immediately collectable funds,no later than 2:00 P.M.on the
<br />business day prior to the Expected Closing Date provided,however,that Buyer shall not be required to deposit such monies into Escrow if at the Ɵme set for the
<br />deposit of such monies Seller is in default or has indicated that it will not perform any of its obligaƟons hereunder.Instead,in such circumstances in order to reserve
<br />its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available.
<br />(b)If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement,the duly executed originals of those documents,the
<br />Purchase Money Deed of Trust being in recordable form,together with evidence of fire insurance on the improvements in the amount of the full replacement cost
<br />naming Seller as a mortgage loss payee,and a real estate tax service contract (at Buyer's expense),assuring Seller of noƟce of the status of payment of real property
<br />taxes during the life of the Purchase Money Note.
<br />(c)The Assignment and AssumpƟon of Lessor's Interest in Lease form specified in paragraph 10.2(c)above,duly executed by Buyer.
<br />(d)AssumpƟons duly executed by Buyer of the obligaƟons of Seller that accrue aŌer Closing under any Other Agreements.
<br />(e)If applicable,a wriƩen assumpƟon duly executed by Buyer of the loan documents with respect to ExisƟng Notes.
<br />(f)If the Buyer is a corporaƟon,a duly executed corporate resoluƟon authorizing the execuƟon of this Agreement and the purchase of the Property.
<br />10.4 At Closing,Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended,if elected pursuant to 9.1(g))owner's form policy of Ɵtle
<br />insurance effecƟve as of the Closing,issued by the Title Company in the full amount of the Purchase Price,insuring Ɵtle to the Property vested in Buyer,subject only to
<br />the excepƟons approved by Buyer.In the event there is a Purchase Money Deed of Trust in this transacƟon,the policy of Ɵtle insurance shall be a joint protecƟon
<br />policy insuring both Buyer and Seller.
<br />IMPORTANT:IN A PURCHASE OR EXCHANGE OF REAL PROPERTY,IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF
<br />ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED.A NEW POLICY
<br />OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.
<br />11.ProraƟons and Adjustments.
<br />11.1 Taxes.Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing,based upon the latest
<br />tax bill available.The ParƟes agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior
<br />to the Closing.Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.In the event that,prior to the
<br />Closing,Seller has paid the installment of property taxes and assessments applicable to the current period,there shall be no proration of property taxes
<br />and assessments,and Seller shall be responsible for applying for a refund of any overpayment of property taxes and assessments as a result of the
<br />acquisition of the Property by a public agency.
<br />11.2 Insurance.WARNING:Any insurance which Seller may have maintained will terminate on the Closing.Buyer is advised to obtain appropriate insurance to
<br />cover the Property.
<br />11.3 Rentals,Interest and Expenses.Scheduled rentals,interest on ExisƟng Notes,uƟliƟes,and operaƟng expenses shall be prorated as of the date of Closing.
<br />The ParƟes agree to promptly adjust between themselves outside of Escrow any rents received aŌer the Closing.
<br />11.4 Security Deposit.Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.
<br />11.5 Post Closing MaƩers.Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the ParƟes by
<br />appropriate cash payment outside of the Escrow when the amount due is determined.
<br />11.6 VariaƟons in ExisƟng Note Balances.In the event that Buyer is purchasing the Property subject to an ExisƟng Deed of Trust(s),and in the event that a
<br />Beneficiary Statement as to the applicable ExisƟng Note(s)discloses that the unpaid principal balance of such ExisƟng Note(s)at the closing will be more or less than
<br />the amount set forth in paragraph 3.1(c)hereof ("ExisƟng Note VariaƟon"),then the Purchase Money Note(s)shall be reduced or increased by an amount equal to
<br />such ExisƟng Note VariaƟon.If there is to be no Purchase Money Note,the cash required at the Closing per paragraph 3.1(a)shall be reduced or increased by the
<br />amount of such ExisƟng Note VariaƟon.
<br />11.7 VariaƟons in New Loan Balance.In the event Buyer is obtaining a New Loan and the amount ulƟmately obtained exceeds the amount set forth in
<br />paragraph 5.1,then the amount of the Purchase Money Note,if any,shall be reduced by the amount of such excess.
<br />11.8 Owner's AssociaƟon Fees.Escrow Holder shall:(i)bring Seller's account with the associaƟon current and pay any delinquencies or transfer fees from
<br />Seller's proceeds,and (ii)pay any up front fees required by the associaƟon from Buyer's funds.
<br />12.RepresentaƟons and WarranƟes of Seller and Disclaimers.
<br />12.1 Seller's warranƟes and representaƟons shall survive the Closing and delivery of the deed for a period of 3 years,and any lawsuit or acƟon based upon them
<br />must be commenced within such Ɵme period.Seller's warranƟes and representaƟons are true,material and relied upon by Buyer and Brokers in all respects.Seller
<br />hereby makes the following warranƟes and representaƟons to Buyer and Brokers:
<br />(a)Authority of Seller.Seller is the owner of the Property and/or has the full right,power and authority to sell,convey and transfer the Property to Buyer
<br />as provided herein,and to perform Seller's obligaƟons hereunder.
<br />(b)Maintenance During Escrow and Equipment CondiƟon At Closing.Except as otherwise provided in paragraph 9.1(n)hereof,Seller shall maintain the
<br />Property unƟl the Closing in its present condiƟon,ordinary wear and tear excepted.
<br />(c)Hazardous Substances/Storage Tanks.Seller has no knowledge,except as otherwise disclosed to Buyer in wriƟng,of the existence or prior existence
<br />on the Property of any Hazardous Substance,nor of the existence or prior existence of any above or below ground storage tank.
<br />(d)Compliance.Except as otherwise disclosed in wriƟng,Seller has no knowledge of any aspect or condiƟon of the Property which violates applicable
<br />laws,rules,regulaƟons,codes or covenants,condiƟons or restricƟons,or of improvements or alteraƟons made to the Property without a permit where one was
<br />required,or of any unfulfilled order or direcƟve of any applicable governmental agency or casualty insurance company requiring any invesƟgaƟon,remediaƟon,repair,
<br />maintenance or improvement be performed on the Property.
<br />(e)Changes in Agreements.Prior to the Closing,Seller will not violate or modify any ExisƟng Lease or Other Agreement,or create any new leases or
<br />other agreements affecƟng the Property,without Buyer's wriƩen approval,which approval will not be unreasonably withheld.
<br />(f)Possessory Rights.Seller has no knowledge that anyone will,at the Closing,have any right to possession of the Property,except as disclosed by this
<br />Agreement or otherwise in wriƟng to Buyer.
<br />(g)Mechanics'Liens.There are no unsaƟsfied mechanics'or materialmens'lien rights concerning the Property.
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