AG 2006 05 15 - Laserfiche WebLink

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other similar rights allocated to or attributable to the Land, and (iii) any utility capacity allocated to or attributable to the Land, whether the matters described in the preceding clauses (i), (ii) and (iii) arise under or pursuant to governmental requirements, administrative or formal action by governmental authorities, or agreement with governmental authorities or third parties (herein called the "Entitlements"). The Land and the Entitlements are herein sometimes collectively called the "Property". 2. Purchase Price; Method of Payment. The purchase price for the Property (herein called the "Purchase Price") shall be FIVE HUNDRED SEVENTY FOUR THOUSAND DOLLARS ($574,000.00). The Purchase Price was arrived at upon a negotiated price of Twenty Thousand Dollars ($20,000.00) per acre relative to the 28.70 acres parcel of real property defined herein as the Property; In the event an accurate survey (the "Survey") of the Property reveals it contains less, or more, than 28.70 acres, then the Purchase Price shall be calculated by the number of acres determined in accordance with the Survey multiplied by Twenty Thousand Dollars ($20,000.00). The Purchase Price shall be paid by Purchaser to Seller on the Closing Date, after crediting the Earnest Money, and subject to the prorations and adjustments herein described, in cash or its equivalent. Notwithstanding the foregoing, in the event that Seller advises Purchaser that Seller is a "Foreign Person" (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, herein called the "Code"), or in the event that Seller fails or refuses to deliver the certificate and affidavit of non- foreign status described in paragraph 9(a) of this Agreement, or in the event that Purchaser receives notice from any Seller-transferor's agent or Purchaser-transferee's agent (as each of su~h terms are defined in the Code), or Purchaser has actual knowledge that such' certificate and affidavit is false, Purchaser shall. deduct and withhold from the Purcthase Price a tax equal to ten percent (10%) of the Purchase Price, as required by Section :1445 of the Code. Purchaser shall remit such amount to, and file the required form with, the Internal Revenue Service, and Purchaser shall receive a credit against the Purchase Price for the amount so withheld. 3. Earnest l\rfonev. (a) Contemporaneously herewith, Purchaser shall deliver to the Escrow Agent, upon acceptance by the Board of Commissioners, the sum of 5% of the Purchase Price (herein called the "Earnest Money"). G-~ Page 2 of 18