Party, including, without limitation, the service contracts set forth on Exhibit "J" hereto (but expressly excluding any contracts Seller determines are "master contracts" affecting the Property and True copies, to the extent in the possession of Seller: (a) any plans and specifications for the Property, (b) copies of all service contracts or service agreements relating to the operation and maintenance of the Property to which Seller is a Without limiting the generality of the foregoing, prior to the Effective Date, Seller also made available to Buyer, including by means of such file transfer protocol (FTP) internet site, for reviewĪnd copying, at Buyer's expense, the following due diligence items to the extent in the possession of Seller (together with the Reports, collectively, " Due Diligence Items") which shall be original or Buyer acknowledges and understands that all such materials madeĪvailable by Seller are only for Buyer's convenience in making its own examination and determination as to whether it wishes to purchase the Property, and, in so doing, Buyer shall rely exclusively upon its own independent investigation andĮvaluation of every aspect of the Property and not on any materials made available by Seller (including the Due Diligence Items). Seller makes no representations or warranties regarding the accuracy of the Reports or that the Reports are complete copies of the same. Materials relating to the Property or as reasonably required by Buyer, in Seller's possession (" Reports") provided, however, Buyer may request any additional documents from Seller to the extent suchĭocuments are within the possession of Seller. Seller has made available to Buyer by means of a "file transfer protocol" (FTP) internet site for inspection and right to copy, at Buyer's expense, all original or true and complete copies of the most recent environmental studies, site assessmentsĪnd reports, soils studies, engineering and architectural studies and reports, and surveys, and plans, specifications, maps and other similar materials relating to the physical and environmental condition of the Property and any other documents or Buyer hereby acknowledges and agrees that That the parties hereto and Escrow Holder acknowledge and agree that in the event of a conflict between any provision of such standard terms and provisions supplied by the Escrow Holder and the Escrow Instructions, the Escrow Instructions shallĤ.1.1 Delivery of Due Diligence Materials by Seller. The Escrow Instructions may be amended and supplemented by such standard terms and provisions as the Escrow Holder may request the parties hereto to execute provided, however, Such supplementary instructions, together with the escrow instructions set forth in this Agreement, as they may be amended from time to time by the parties, shall collectively be referred to as the Supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and close the transactions contemplated hereby, provided such instructions are consistent with and merely supplement this Agreement and shall not inĪny way modify, amend or supersede this Agreement. Seller and Buyer shall execute and deliver to Escrow Holder any additional or Buyer and Seller shall promptly deliver a fully executed copy of thisĪgreement to Escrow Holder, and the date of Escrow Holder's receipt thereof is referred to as the " Opening of Escrow". Seller as liquidated damages pursuant to Section 16.2 below, or (iii) returned to Buyer if (a) this Agreement is terminated by Buyer, and the provisions of Sections 4.4 or 13 apply, or (b) this Agreement is terminated because of a breach by Seller.ģ.1 Opening of Escrow. The Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Shall become non-refundable except as otherwise provided in this Agreement. Concurrently with the execution of this Agreement, the Deposit Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the opening of Escrow.
If the applicable instrument is redeemed prior to its specified maturity. The interest thereon shall accrue to the benefit of the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures
The Deposit shall be or has been deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder and Seller deem appropriate and consistent with the timing Immediately Available Funds (as defined below).
Prior to the Effective Date, Buyer has delivered to Escrow Holder the Deposit in Indemnities Defaults after Closing or TerminationĢ.2.1 Deposit.
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