2008/01/02 Council Agenda Packet

• All tangible personal property owned by Seller and located on, within, over or under the Real Property, which has not been removed from the Real Property within 14 days after the date of closing. c) Intangible personal property All intangible personal property owned by Seller and used in the ownership, financing, operation or maintenance of the Real Property or the Tangible personal property, or any portion of either. The intangible personal property could include, but is not limited to, licenses, permits, certificates and franchises issued by any federal, state, or local authorities relating to the use, maintenance, occupancy or operation of the real property, environmental assessment reports, government correspondence, orders or data relating to any hazardous materials on the real property, Seller's interest in all tenant leases and service contracts covering the real property, including any and all security or damage deposits and prepaid rents thereunder. The Real Property, the Tangible Personal property and the Intangible Personal property are collectively referred to in this Agreement as the "Property." 2. Purchase Price. Seller agrees to sell and Buyer agrees to purchase the Property on the terms and subject to the conditions set forth herein. The Purchase Price ("Purchase Price") for the Property shall be Seven Hundred Twenty Thousand and no/100 Dollars ($ 720,000.00). The Purchase Price, less the credit for the Deposit paid under Section 3, shall be paid to Seller in cash through escrow upon closing. Buyer and Seller acknowledge that this transaction is being entered into under the imminent threat of the exercise of eminent domain by the City of Everett and that in order to avoid condemnation proceedings, Seller is agreeing to this negotiated sale of the Property. 3. Earnest Money Deposit. Within seven days after the date on which this Agreement is fully executed (the "Effective Date"), Buyer shall deposit with Closing Agent (as defined in Section 4.1) check or wire transfer of immediately available funds in the amount of Ten Thousand Dollars and no/100 ($10,000.00) as an earnest money deposit (the "Deposit"). The Deposit shall be refundable if this Agreement is terminated; or in the event of damage prior to closing; or Seller default; or Seller's failure to cure exceptions to title that have been objected to by Buyer as set forth in Section 6. The Deposit shall be applied to the Purchase Price at Closing. In the event the Buyer fails, without legal excuse, to complete the purchase of the Property, the Deposit or a portion of the Deposit equal to five percent (5%) of the Purchase Price, whichever is less, shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such failure. Seller Buyer {Client Files\14653\S574091.DOC}