AG 2013 08 19 - Laserfiche WebLink

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OPTION FEE Upon execution of this Contract, Purchaser shall deliver a check in the amount of $1.00 to Seller as consideration for the Option to Purchase conveyed hereunder and the Due Diligence Period (the "Option Fee "). In the event that Purchaser shall exercise its Option to Purchase, the Option Fee paid to Seller shall be credited against the amount of Purchase Price (hereinafter defined) payable by Purchaser hereunder. If the Option to Purchase is not exercised, Seller shall retain the Option Fee as full and complete consideration hereunder. III. PURCHASE PRICE 3.1 The price to be paid by Purchaser to Seller for the Easement shall be one (1) Dollar ($1.00) (the "Purchase Price "), for approximately 3 -4 acres (exclusive of acreage located within any utility easement or right of way, all to be confirmed by survey obtained by Purchaser during the Due Diligence Period, together with any adjustments to Purchase Price resulting from acreage differentials. The Option Fee referenced in Section II above will be applied towards the Purchase Price if the Option to Purchase is exercised. 3.2 The Purchase Price, shall be payable in cash or certified funds on the Closing Date (as defined in Article 5.1). IV. CLOSING SCHEDULE AND CLOSING PROCEDURES 4.1 Provided Purchaser shall have exercised its Option to Purchase by written notice given to Seller prior to the expiration of the Due Diligence Period, closing of the conveyance of the Easement (hereinafter referred to as the "Closing" or "Closing Date ") shall occur within Ninety (90) days after the end of the Due Diligence Period. At Closing: (A) Seller shall: (i) Execute and deliver to Purchaser the Conservation Easement, subject only to the Permitted Exceptions (hereinafter defined) in form and content acceptable to Purchaser. (ii) Pay Seller's closing costs as hereinafter specified. (iii) Have paid all property taxes affecting the Property for the years prior to the year of Closing. (iv) Deliver to Purchaser an affidavit and indemnity agreement in a form satisfactory to Purchaser and, if applicable, Purchaser's title insurance company showing that all labor and materials furnished to the Property within one hundred twenty (120) days prior to the date of the Closing have been paid for and agreeing to indemnify Purchaser and, if applicable, such title insurance company from 2 2013 Base Option Attachment number 1 G -9 Page 200