CONTRARY UNDER SECTIONS 4(C),
4(F), 14(B), 16(C), 17(B) OR 19(C) OF THIS AGREEMENT, THE DEPOSIT, TOGETHER WITH
ALL INTEREST EARNED THEREON, SHALL BE NONREFUNDABLE UPON THE EXPIRATION OF THE
INSPECTION PERIOD.
AT CLOSING (AS HEREINAFTER DEFINED), THE DEPOSIT SHALL BE
CREDITED AGAINST THE PURCHASE PRICE.
(B)
CLOSING PAYMENT.
NO LATER THAN ONE (1) BUSINESS DAY BEFORE THE CLOSING
DATE, BUYER SHALL DELIVER TO ESCROWEE THE BALANCE OF THE PURCHASE PRICE
(ADJUSTED AS HEREINAFTER PROVIDED), FOR PAYMENT TO SELLER AT CLOSING, WHICH
BALANCE SHALL BE DELIVERED BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FEDERAL
FUNDS, TO THE ACCOUNT SPECIFIED BY, AND IN ACCORDANCE WITH WIRING INSTRUCTIONS
TO BE PROVIDED BY, THE ESCROWEE.
NOTWITHSTANDING THE FOREGOING, BUYER MAY
DELIVER THE BALANCE OF THE PURCHASE PRICE TO ESCROWEE ON THE CLOSING DATE SO
LONG AS SELLER RECEIVES ITS NET SALE PROCEEDS NO LATER THAN THE CLOSING DATE.
(C)
REDUCTION IN PURCHASE PRICE AT CLOSING.
EFFECTIVE UPON THE CLOSING, THE
PURCHASE PRICE SHALL BE REDUCED BY THREE THOUSAND FIVE HUNDRED AND 00/100
DOLLARS ($3,500.00).
BUYER ACKNOWLEDGES AND AGREES THAT SUCH REDUCTION IS BEING
MADE IN RECOGNITION AND CONSIDERATION OF THE FOLLOWING:
(I) PRIOR TO THE
EFFECTIVE DATE, SELLER ENGAGED ARS ASBESTOS REMOVAL SERVICE TO PERFORM CERTAIN
ASBESTOS REMEDIATION WORK IN RESPECT OF THE REMOVAL AND DISPOSAL OF
APPROXIMATELY 400 SQUARE FEET OF FLOOR TILE AND 1,200 SQUARE FEET OF BLACK
MASTIC ON THE FIRST FLOOR COMPUTER ROOM UNDERNEATH CERTAIN RAISED COMPUTER FLOOR
PANELS; (II) SUCH REMEDIATION HAS NOT BEEN COMPLETED AND IT WILL COST
APPROXIMATELY $3,500 TO COMPLETE THE REMEDIATION; (III) NOTWITHSTANDING ANYTHING
IN THIS AGREEMENT THAT MAY BE CONSTRUED TO THE CONTRARY, SELLER SHALL HAVE NO
RESPONSIBILITY FOR COMPLETING SUCH REMEDIATION; AND (IV) FROM AND AFTER THE
CLOSING, BUYER SHALL BE SOLELY RESPONSIBLE FOR COMPLETING SUCH REMEDIATION WORK.
2
3.
CLOSING.
THE
CLOSING OF THE TRANSACTION CONTEMPLATED HEREBY (THE "CLOSING") SHALL BE DEEMED
TO HAVE OCCURRED ONCE THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED:
(I) THE
DEED (AS DEFINED BELOW) HAS BEEN RECORDED IN THE OFFICIAL RECORDS OF SANTA CLARA
COUNTY, CALIFORNIA, AND (II) SELLER HAS RECEIVED THE NET SALE PROCEEDS PAYABLE
TO SELLER PURSUANT TO THIS AGREEMENT.
THE CLOSING SHALL BE HELD AND COMPLETED
THROUGH ESCROWEE ON OR BEFORE THE CLOSING DATE.
THE PARTIES ACKNOWLEDGE AND
AGREE THAT TIME IS OF THE ESSENCE IN THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
4.
CONDITION OF
TITLE.
(A)
TITLE TO PREMISES.
FEE SIMPLE TITLE TO THE PREMISES SHALL BE CONVEYED BY
SELLER TO BUYER AT THE COMPLETION OF CLOSING BY THE DEED (AS HEREINAFTER
DEFINED), SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES (AS HEREINAFTER DEFINED).
SELLER'S INTEREST IN THE PERSONAL PROPERTY SHALL BE CONVEYED BY SELLER TO BUYER
AT THE COMPLETION OF CLOSING BY THE BILL OF SALE, AS HEREINAFTER DEFINED.
THE
TERM "PERMITTED ENCUMBRANCES" SHALL MEAN (I) TAXES AND ASSESSMENTS WHICH ARE NOT
YET DELINQUENT, (II) ALL MATTERS THAT WOULD BE DISCLOSED BY A PHYSICAL
INSPECTION OR ACCURATE SURVEY OF THE PROPERTY, (III) ALL COVENANTS, CONDITIONS,
EASEMENTS, RESTRICTIONS, LIENS, ENCUMBRANCES AND OTHER MATTERS OF TITLE