Courthouse Square Agreements (compiled notebook)

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JAN.2E.199~ E~46AM N0.5~~ P.~ ~ Application OR-03-QO51-01 ("Grant"). The purchase price and appraised value sha1L be subject to the prioz approval of FTA. _- ~;~? ~ ~) ' 3. Payment of Purchase Price. The purchase price shall be payable a~s follows: , (a) Deposit. The Buyer hereby pays to Seller, as earnest money deposil , the sum of One Million Dollars ($1,OOO,Q00.04), Seller may commingle the deposit with its f ds, and shall not be required to hold the deposit in trust. At Closing, this deposit shall be cr dited toward payment of the purchase price. (b) Credit for Soft Costs. The Buyer shall be endded to a credit against e Ualance of the purchase price equal to an amount equal to calculated as foliows: (1 - th Applicable Percentage) multiglied by the sum of the art~ount of funds the Buyer has thereto ore paid for engineering, architectural and all other expenses paid by Buyer allocabl~ to the ; evelopment contemplated by the Development Agreement, ' {c) Cash Balance. On or before the closing date, the Buyer shall deposi into escrow the cash, a wire transfer of funds, a certified check, or a cashier's check, in the a~nount of the balance of the piu~hase price. ', ~ 4. Escrow '' (a) Place of Closing. This transaction shall be cl~sed at the offices of , or such other place as mutually agreed upon by the parties, This transaction shall be closed by Iegal counsel for the parties as escrow agents ("Escrow Agents"), acting according t~ the parties' instsuctions . ' ~ Closin Date, This transaction shall close on or before the busin~ss day next (b) g following the expiration of 120 days after the date of this Agreement, or such oth r date as the parties may mutually agree (the "Closing Date"), or as soon thereafter as conditio s have been satisfied and closing documents can be prepared. In the event that closing does not occur by the business day next following the expiration of 130 days after the date of this Agreeme t, then erther pariy may at its election at any time thereafter temzinat~ this Agreement by giving 'tten notice of termination to the other party, with the same effe~t as provided in Para~raph 5(c) b~lo . 5. Conditions to Closing ' (a) Conditions Precedent to 8uyer's Obligations. The close of escrow an~ the Buyer's obligaCions with respect to the transaction contemplated by this Agreement aze s bject to the satisfaction, not later than the Closing Date (unless otherwise provided), of t e following conditions, and the parties have the following obligadons with respect to such conditi ns: (i) Tide. Within 30 days of the Seller's acquisition of tide to all of the rea improvements within the Senator Block, the Seller, ax the Seller's cost and expense, s Title Company to issue to the Buyer its preliminary tide report on the Property (the Commitment"), along with copies of all documents that gi~e rise to exceptions liste~ (the "Underlying Documents"}. Within 30 days of receiving the Preliminary Commi Undcrlying Docwnents, the Buyer shall give the Seller writt~n notice setting forth t that are not accaptable to the Buyer (the "Unacceptable Exceptions"). All other exceF deemed acceptable to the Buyer, The Seller shall have 10 days after receiving the ~ ~ Ruchase and Sale Agreemenc Salem Area Mass Transit District/Marion County Page - 2 0126970745 property and .all cause rhe in the report ment and the ie exceptions :ions shall be uyer's no~ice