AG 2006 05 15 - Laserfiche WebLink

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(2) True, correct and complete copies of all documents and correspondence relating to the Entitlements; and (3) Seller. A copy of any policy of title insurance issued in favor of (c) Purchaser shall have until one hundred twenty (120) days after the Effective Date (herein called the "Due Diligence Date") in which to examine and investigate the Property, and to determine whether the Property is suitable and satisfactory to Purchaser. In the event that Purchaser shall determine, in Purchaser's sole and absolute judgment and discretion, that the Property is in any manner unsuitable or unsatisfactory to Purchaser, Purchaser shall have the right, at Purchaser's option, to terminate this Agreement by giving written notice (the "Termination Notice") hereof to Seller on or before the Due Diligence Date, in which event the Earnest Money shall be refunded to Purchaser immediately upon request, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. Seller acknowledges that Purchaser will expend time, money and other resources in connection with the examination and investigation of the Property hereinabove described, and that, notwithstanding the fact that Purchaser may terminate this Agreement pursuant to this paragraph, such time, money and other resources expended, constitute good, valuable, sufficient and adequate consideration for Seller's execution of and entry into this Agreement. If Purchaser gives Escrow Agent notice of Purchaser's having elected to terminate this Agreement pursuant to this subparagraph (c), then Escrow Agent shall be, and is hereby, absolutely, unconditionally and irrevocably authorized, directed and instructed to disburse the Earnest Money as set forth in this subparagraph (c) immediately upon receipt of a copy of such Termination Notice. 6. Proration~ and Adiustments to Purchase Price. (a) The following prorations and adjustments shall be made between Purchaser and Seller at Closing, or thereafter if Purchaser and Seller shall agree: (1) All ad valorem real property taxes and similar impositions levied or imposed upon or assessed against the Property (herein called the "Taxes"), 'for the year in which Closing occurs, shall be prorated as of the Closing Date on a calendar year basis. In the event that, after the Closing Date, any additional Taxes are levied, imposed upon or assessed against the Property for periods prior to the Closing Date, Purchaser shall give Seller written notice of such Taxes, and Seller shall be responsible for payment of such additional Taxes in full within the time fixed for payment. thereof and before the same become delinquent. Without limiting the obligations of Seller pursuant to the immediately preceding 6-~ Page 4 of 18