THE "DEPOSIT") SHALL BE DEPOSITED INTO THE ESCROW IN THE FORM OF
CASH, CERTIFIED CHECK, BANK CASHIER'S CHECK, WIRE TRANSFER OR OTHER FORM OF
READILY AVAILABLE FEDERALLY INSURED FUNDS.
THE DEPOSIT SHALL BE HELD BY THE
ESCROW AGENT IN AN INTEREST-BEARING ACCOUNT.
ALL INTEREST EARNED ON THE DEPOSIT
WHILE IN THE ESCROW SHALL BE DEEMED TO BE PART OF THE DEPOSIT AND SHALL ACCRUE
TO THE BENEFIT OF BUYER (OR SELLER TO THE EXTENT PROVIDED IN SECTIONS 5.8
AND/OR 10.1 BELOW).
2.1.4
AT THE CLOSING (AS DEFINED IN SECTION 7.1), THE DEPOSIT SHALL BE
APPLICABLE TO THE PURCHASE PRICE.
2.2
REMAINDER OF PURCHASE PRICE.
AT THE CLOSING, BUYER SHALL DELIVER
TO THE ESCROW AGENT, IN CASH, CERTIFIED CHECK, BANK CASHIER'S CHECK, WIRE
TRANSFER, OR OTHER FORM OF READILY AVAILABLE FEDERALLY INSURED FUNDS, AN AMOUNT
EQUAL TO THE PURCHASE PRICE LESS THE DEPOSIT PLUS INTEREST EARNED, IF ANY,
TOGETHER WITH BUYER'S SHARE OF CLOSING COSTS AND PRORATIONS DUE AND PAYABLE BY
BUYER IN ACCORDANCE WITH THIS AGREEMENT.
THE PURCHASE PRICE, SUBJECT TO
ADJUSTMENTS AND APPORTIONMENTS SET FORTH HEREIN, SHALL BE TRANSFERRED THROUGH
THE ESCROW ON THE CLOSING DATE TO THE ORDER OR ACCOUNT OF SELLER OR SUCH OTHER
PERSON AS SELLER MAY DESIGNATE IN WRITING.
3.
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
SELLER
REPRESENTS, WARRANTS AND ACKNOWLEDGES TO BUYER AND COVENANTS WITH BUYER AS
FOLLOWS:
3.1
AUTHORITY.
SELLER IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF CALIFORNIA AND ALL DOCUMENTS EXECUTED BY
SELLER SHALL BE VALID, LEGAL AND BINDING OBLIGATIONS OF SELLER AT CLOSING. NO
CONSENT OF ANY THIRD PARTY IS REQUIRED IN ORDER FOR SELLER TO PERFORM ANY OF ITS
OBLIGATIONS HEREUNDER.
3.2
CONTRACTS.
WITHIN FIVE (5) BUSINESS DAYS AFTER ESCROW AGENT'S
RECEIPT OF THE DEPOSIT, SELLER SHALL DELIVER TO BUYER COPIES OF ALL
CONSTRUCTION, EQUIPMENT LEASING, SERVICE, EQUIPMENT, SUPPLY, UTILITIES,
MAINTENANCE, OR CONCESSION OR OTHER AGREEMENTS RELATING TO THE OWNERSHIP, USE OR
OPERATION OF THE PROPERTY IN SELLER'S POSSESSION WHICH ARE CURRENTLY IN FORCE
WITH RESPECT TO THE PROPERTY (COLLECTIVELY, THE "CONTRACTS").
EXCEPT AS TO
THOSE CONTRACTS THAT BUYER NOTIFIES SELLER IN WRITING, PRIOR TO THE EXPIRATION
OF THE DUE DILIGENCE PERIOD, THAT BUYER ELECTS TO ASSUME AT CLOSING, ALL
CONTRACTS SHALL BE TERMINATED BY SELLER AT CLOSING.
SUCH CONTRACTS, THAT BUYER
ELECTS TO CONTINUE IN ACCORDANCE WITH THE PRECEDING SENTENCE, IF ASSIGNABLE BY
SELLER AT NO COST TO SELLER (COLLECTIVELY, THE "ASSIGNED CONTRACTS"), SHALL BE
ASSIGNED TO AND ASSUMED BY BUYER AT CLOSING.
TO SELLER'S ACTUAL KNOWLEDGE, THE
ITEMS DELIVERED TO BUYER
2
PURSUANT TO THIS SECTION 3.2 SHALL BE ACCURATE AND COMPLETE COPIES OF ALL OF THE
CONTRACTS AFFECTING THE PROPERTY.
3.3
LEASES.
SELLER HAS NOT LEASED OR LICENSED THE PROPERTY TO A THIRD
PARTY, AND THERE ARE NO OTHER PARTIES OCCUPYING, OR WITH A RIGHT TO OCCUPY, THE
PROPERTY.
3.4
DOCUMENTS.
WITHIN FIVE (5) BUSINESS DAYS AFTER ESCROW AGENT'S
RECEIPT OF THE DEPOSIT, SELLER SHALL DELIVER TO BUYER ALL DOCUMENTS IN ITS
POSSESSION REGARDING THE PROPERTY, INCLUDING WITHOUT