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3 <br />(b) Tangible Personal Property. All tangible personal property owned by Seller <br />and located on, within, over or under the Real Property that is attached or otherwise affixed to <br />the Real Property, including without limitation all fixtures. <br />(c) Intangible Personal Property. All intangible personal property owned by <br />Seller and used in the ownership, financing, operation or maintenance of the Real Property or <br />the tangible personal property, or any portion of either. The intangible personal property <br />includes, but is not limited to, licenses and permits issued by any federal, state, or local <br />authorities relating to the use, maintenance, occupancy or operation of the Real Property, <br />reports and studies, including but not limited to physical and engineering inspections, soil studies, <br />utility and zoning studies, traffic studies, environmental assessment reports, government <br />correspondence, orders or data relating to any hazardous materials on the Real Property and any <br />other documented information relating exclusively to the Real Property. <br />The Real Property, the tangible personal property, and the intangible personal property are <br />collectively referred to in this Agreement as the “Property.” <br />3. PURCHASE PRICE. The total purchase price (the “Purchase Price”) for the Property <br />is the Purchase Price set forth in the Basic Provisions. The Purchase Price, less the credit for the <br />Deposit paid under Section 4, shall be paid to Seller in cash or immediately available funds <br />through escrow upon Closing <br />4. DEPOSIT. Within ten days after the Effective Date of this Agreement, Buyer shall <br />deposit with Closing Agent (as defined in Section 5.1 and as set forth in the Basic Provisions) <br />check or wire transfer of immediately available funds in the amount set forth as the Deposit in <br />the Basic Provisions as an earnest money deposit (the “Deposit”). The Deposit shall be placed in <br />an interest-bearing account and credited against the Purchase Price at Closing. All interest <br />earned will become part of the Deposit. The Deposit shall be applied to the Purchase Price at <br />closing. If this Agreement or the transaction described herein is terminated prior to Closing <br />pursuant to any section hereof granting Buyer the right to terminate or any section stating that, <br />on termination the Deposit shall be refunded to Buyer, then Closing Agent is instructed to and <br />shall, within three (3) business days after receipt of written notice from Buyer demanding the <br />Deposit, deliver the Deposit to Buyer (less any amount due for cancellation of escrow and/or title <br />order). If this Agreement is terminated due to Buyer’s default or pursuant to any section hereof <br />stating that upon termination the Deposit shall be delivered to Seller, then Closing Agent is <br />instructed to and shall within three (3) business days after receipt of written notice from Seller <br />demanding the Deposit, deliver the Deposit to Seller (less any amount due for cancellation of <br />escrow and/or title order). <br />5. CONVEYANCE OF TITLE. At closing, Seller shall convey to Buyer fee simple title to <br />the Real Property by duly executed and acknowledged statutory warranty deed (the “Deed”), <br />conveying good and marketable title to the Property to Buyer, free and clear of all defects and <br />encumbrances and subject only to those exceptions that Buyer approves pursuant to Section 6 <br />below (“Permitted Exceptions”). The form of Deed shall be substantially as attached hereto as <br />Exhibit B and incorporated herein by this reference. <br />