2008/12/31 Council Agenda Packet

'v 4. Interest on Deposit; Deposit Nonrefundable in Event of Buyer's Breach. Escrow Holder identified below shall place the Initial Deposit and the Additional Deposit(if any) in an interest bearing account acceptable to Buyer, and all interest earned on the Deposit shall accrue to Buyer's benefit and be and remain Buyer's sole property (other than as provided below). If Escrow fails to close hereunder other than solely due to breach or default by Buyer, the Deposit and all interest thereon shall be immediately refunded to Buyer. Upon removal or satisfaction by Buyer of Buyer's contingencies described in Sections 6 and 7 hereof, and provided that Seller has not breached this Agreement, Buyer agrees that the Deposit shall thereupon become nonrefundable liquidated damages pursuant to Section 12 hereof and may be retained by Seller in the event Escrow does not close hereunder solely due to breach or default by Buyer. 5. Intentionally Omitted. 6. Buyer's Title Contingency. Within twenty (20)days after acceptance hereof, Seller shall deliver to Buyer a preliminary title report concerning the Property, together with copies of all documents constituting exceptions to Title reflected therein, and any survey(s) of the Property in the possession or control of Seller or its agents. Buyer shall have thirty(30) days from Buyer's receipt of such preliminary report, exceptions and surveys (if any) to disapprove in writing of any exceptions to title or other matters reported therein. Seller shall then have ten(10)days after receipt of written notice of Buyer's disapproval, within which to advise Buyer in writing whether Seller shall or shall not cause to be removed from the Title Policy each and all title exceptions or matters so disapproved to by Buyer; provided, the parties acknowledge and agree that Seller shall be under no obligation to remove such disapproved title exceptions. In addition, if Title issues prior to Close of Escrow any supplemental reports reflecting new exceptions or matters affecting title to the Property, or if Buyer obtains any survey(s) reflecting new exceptions or matters affecting title to the Property, then Buyer shall have ten (10) days from Buyer's receipt of such new exceptions or matters to disapprove in writing any or all such new exceptions or matters. Seller shall thereupon again have three (3) days after receipt of written notice of Buyer's disapproval within which to advise Buyer in writing whether Seller shall or shall not cause to be removed from the Title Policy all such new exceptions or matters so disapproved by Buyer;provided, the parties acknowledge and agree that Seller shall be under no obligation to remove such disapproved title exceptions. In the event that Seller does not agree in writing to remove all exceptions disapproved by Buyer as provided in this Section, then Buyer shall have the option(exercisable for five(5) days after Buyer's receipt of Seller's notice), as its sole remedy hereunder, either(a) to terminate this Agreement in which event the Deposit and all interest thereon shall be returned to Buyer, or(b) to approve in writing the previously disapproved exception(s) which Seller did not agree to remove from the Title Policy(in which event the parties shall proceed to close Escrow in accordance with this Agreement). If Buyer fails to provide any written notice(s) of disapproval as provided in this Section, all title exceptions and matters which Buyer could have disapproved in such notice(s) shall be conclusively deemed approved. Notwithstanding anything herein to the contrary, in the event Seller does not obtain and deliver the preliminary title report within the time period specified above, Buyer's sole remedy shall be to extend the Buyer's Title C5