FOR ANY REASON OTHER THAN AS A RESULT OF A BREACH OR DEFAULT BY BUYER
HEREUNDER PRIOR TO THE CLOSE OF ESCROW, THEN THE DEPOSIT SHALL BE PROMPTLY
REFUNDED TO BUYER.
2.1.2
THE DEPOSIT SHALL BE 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 SELLER IS ENTITLED TO THE DEPOSIT AS PROVIDED IN
SECTION 10.1 BELOW).
2.1.3
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. SELLER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND
TO PERFORM ALL OF BUYER'S OBLIGATIONS PURSUANT TO THIS AGREEMENT AND TO CONVEY
THE PROPERTY ON THE TERMS AND CONDITIONS SET FORTH HEREIN AND THIS AGREEMENT AND
SELLER'S CONVEYANCE OF THE PROPERTY HEREUNDER DO NOT VIOLATE ANY MATERIAL TERMS
OR PROVISIONS OF ANY CONTRACT TO WHICH BUYER IS A PARTY. NO CONSENT OF ANY OTHER
PARTY IS REQUIRED IN ORDER FOR SELLER TO PERFORM ANY OF ITS OBLIGATIONS
HEREUNDER. THE PERSON(S) EXECUTING THIS AGREEMENT ON BEHALF OF SELLER ARE
AUTHORIZED TO DO SO ON BEHALF OF SELLER;
2
3.2
HAZARDOUS MATERIALS. TO SELLER'S ACTUAL
KNOWLEDGE, EXCEPT AS OTHERWISE DISCLOSED IN THE PROPERTY DOCUMENTS (AS DEFINED
IN SECTION 3.7 BELOW), THERE ARE NO HAZARDOUS MATERIALS (AS DEFINED IN
EXHIBIT "B" ATTACHED HERETO) ON, IN OR UNDER THE PROPERTY IN VIOLATION OF
APPLICABLE ENVIRONMENTAL LAWS (AS DEFINED IN EXHIBIT "B" ATTACHED HERETO);
3.3
EMINENT DOMAIN. SELLER HAS NOT RECEIVED ANY
WRITTEN NOTICE OF NOR, TO SELLER'S ACTUAL KNOWLEDGE, ARE THERE ANY PENDING OR
THREATENED PROCEEDINGS, IN EMINENT DOMAIN OR OTHERWISE, WHICH WOULD AFFECT THE
REAL PROPERTY OR ANY PORTION THEREOF;
3.4
CONTRACTS. WITHIN FIVE (5) DAYS AFTER THE
EXECUTION DATE, SELLER SHALL DELIVER TO BUYER COPIES OF