Common use of PURCHASE PRICE; DEPOSIT; ESCROW Clause in Contracts

PURCHASE PRICE; DEPOSIT; ESCROW. (a) The purchase price (“ Purchase Price ”) for the Property shall be One Thousand Dollars ($1,000.00), subject to adjustment for prorations and credits as provided in Section 6 below. (b) Within two (2) business days following the Effective Date, Buyer shall deposit in escrow with First American Title Insurance Company, 3000 Xxxxxxx Xxxx., Suite 151, Roseville, California 95661, Attention: Cxxxxxx Xxxx (the “ Escrow Holder ”), as an initial deposit hereunder, the amount of the Purchase Price (the “ Initial Deposit ”). The Initial Deposit, together with all interest accrued thereon, are referred to herein as the “ Deposit .” The Deposit shall at all times before the Closing be invested in an interest-bearing account approved by Buyer in writing. Buyer shall provide the Escrow Holder with its taxpayer identification number, and all interest earned on the Deposit shall be reported to the appropriate tax authorities using Buyer’s taxpayer identification number. At the Closing, the Deposit shall be applied to the Purchase Price. (c) Seller acknowledges and agrees that Buyer may be required to withhold a portion of the Purchase Price pursuant to Section 1445 of the United States Internal Revenue Code (the “ Federal Code ”) or Sections 18805 and 26131 of the California Revenue and Taxation Code (the “ California Code ”). (Sections 18805 and 26131 of the California Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ California Withholding Provisions ,” and Section 1445 of the Federal Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ Federal Withholding Provisions .”) Any amount properly so withheld by Buyer in accordance with the provisions of Section 5.2 below shall be deemed to have been paid by Buyer as part of the Purchase Price, and Seller’s obligation to consummate the transactions contemplated herein shall not be excused, reduced, terminated or otherwise affected thereby. (d) Within two (2) business days following the Effective Date, Buyer shall deliver a copy of this Agreement to the Escrow Holder. This Agreement shall serve as the initial escrow instructions. Counsel for Buyer and Seller are hereby authorized to execute any further escrow instructions necessary or desirable, and consistent with the terms hereof, in connection with the escrow established for this transaction by the Escrow Holder (the “ Escrow ”). Escrow Holder shall be the “ Reporting Person ” pursuant to Internal Revenue Code Section 6045(e) with respect to the transaction contemplated by this Agreement.

PURCHASE PRICE; DEPOSIT; ESCROW. (a) The purchase price (“ “Purchase Price Price”) for the Property shall be One Hundred Sixty-Nine Million Five Hundred Thousand and No/100 Dollars ($1,000.00169,500,000.00), subject to adjustment for prorations and credits as provided in Section 6 8 below, and shall be paid as set forth in subparagraphs (b), (c) and (d) below. (b) Within two one (21) business days day following the Effective Date, Buyer shall deposit in escrow with First American Chicago Title Insurance Company, 3000 Xxxxxxx Xxxx.000 Xxxxxx Xxxxxx, Suite 151Xxxxx 0000, RosevilleXxx Xxxxxxxxx, California 95661, XX 00000 Attention: Cxxxxxx Xxxxxx Xxxx (the “ “Escrow Holder Holder”), as an initial deposit hereunder, the amount sum of One Million and No/100 Dollars ($1,000,000.00) (the “Initial Deposit”), together with an additional sum of One Hundred Dollars ($100.00) (the “Xxxxxxx Money”). The Xxxxxxx Money (but not the Initial Deposit) shall be non-refundable under all circumstances and shall be fully earned by Seller upon execution of this Agreement by Buyer and Seller as consideration for Seller entering into this Agreement and affording Buyer the opportunity to conduct its due diligence investigations hereunder. The Xxxxxxx Money shall be released by Escrow Holder to Seller immediately upon delivery of the Purchase Price Xxxxxxx Money to Escrow Holder, and Escrow Holder shall hold the Initial Deposit pursuant to the terms of this Agreement. If Buyer timely delivers an Approval Notice (as defined below) prior to the expiration of the Investigation Period (as defined below) pursuant to Section 3.4 below, within one (1) business day following the expiration of the Investigation Period, Buyer shall deposit with Escrow Holder, as an additional deposit hereunder, an additional sum of Seven Million and No/100 Dollars ($7,000,000.00) (the “ Initial Deposit “Additional Deposit”). The Initial Deposit the Additional Deposit, and, if applicable, the Extension Deposit (as defined in Section 7.1 below), together with all interest accrued thereon, are referred to herein as the “ Deposit “Deposit.” The Deposit shall at all times before the Closing be invested in an interest-bearing account approved by Buyer in writing. Buyer shall provide the Escrow Holder with its taxpayer identification number, and all interest earned on the Deposit shall be reported to the appropriate tax authorities using Buyer’s taxpayer identification number. At the Closing, the Xxxxxxx Money and the Deposit shall be applied to the Purchase Price. If Buyer timely delivers an Approval Notice pursuant to Section 3.4 below prior to the expiration of the Investigation Period, upon the expiration of the Investigation Period, the Deposit shall become non-refundable (except as otherwise expressly set forth herein). (c) Seller acknowledges and agrees that Buyer may be required to withhold a portion of the Purchase Price pursuant to Section 1445 of the United States Internal Revenue Code (the “ Federal Code ”) or Sections 18805 and 26131 of the California Revenue and Taxation Code (the “ California Code ”). (Sections 18805 and 26131 of the California Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ California Withholding Provisions ,” and Section 1445 of the Federal Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ Federal Withholding Provisions .”) Any amount properly so withheld by Buyer in accordance with the provisions of Section 5.2 below shall be deemed to have been paid by Buyer as part The balance of the Purchase Price, subject to adjustment for any prorations and Seller’s obligation credits provided hereunder, shall be deposited with Escrow Holder by Buyer on the day of the Closing by wire transfer of immediately available funds, in sufficient time for the Closing to consummate occur and the transactions contemplated herein shall not disbursement of funds to Seller pursuant to the terms hereof to be excused, reduced, terminated or otherwise affected therebycompleted no later than 10:00 a.m. Pacific Time on the day of the Closing. (d) Within two (2) business days following the Effective Date, Buyer Seller shall deliver a copy of this Agreement to the Escrow Holder. This Agreement shall serve as the initial escrow instructions. Counsel for Buyer and Seller are hereby authorized to execute any further escrow instructions necessary or desirable, and consistent with the terms hereof, in connection with the escrow established for this transaction by the Escrow Holder (the “ Escrow “Escrow”). Escrow Holder shall be the “ “Reporting Person Person” pursuant to Internal Revenue Code Section 6045(e) with respect to the transaction contemplated by this Agreement.

PURCHASE PRICE; DEPOSIT; ESCROW. (a) The purchase price (“ “Purchase Price Price”) for the Property shall be Fifteen Million One Hundred Thousand Dollars ($1,000.0015,100,000.00), subject to adjustment for prorations and credits as provided in Section 6 below8 below , and shall be paid as set forth in subparagraphs (b) , (c) and (d) below . (b) Within two three (23) business days following the Effective Date, Buyer shall deposit in escrow with First American Chicago Title Insurance Company, 3000 Xxxxxxx Xxxx.000 Xxxxxx Xxxxxx, Suite 151Xxxxx 0000, RosevilleXxx Xxxxxxxxx, California 95661, Xxxxxxxxxx 00000 Attention: Cxxxxxx Xxxxxx Xxxx (the “ “Escrow Holder Holder”), as an initial deposit hereunder, the amount sum of the Purchase Price Seven Hundred Fifty-Five Thousand Dollars ($755,000.00) (the “ Initial Deposit “Deposit”), together with an additional sum of One Hundred Dollars ($100.00) (the “Xxxxxxx Money”). The Initial Deposit, together with Xxxxxxx Money shall be non-refundable under all interest accrued thereon, are referred circumstances and shall be fully earned by Seller upon execution of this Agreement by Buyer and Seller as consideration for Seller entering into this Agreement and affording Buyer the opportunity to herein as conduct its due diligence investigations hereunder. The Xxxxxxx Money shall be released by Escrow Holder to Seller immediately upon delivery of the “ Deposit .” Xxxxxxx Money to Escrow Holder. The Deposit shall at all times before the Closing be invested in an interest-bearing account approved by Buyer in writing. Buyer shall provide the Escrow Holder with its taxpayer identification number, and all interest earned on the Deposit shall be reported to the appropriate tax authorities using Buyer’s taxpayer identification number. At the Closing, the Xxxxxxx Money and the Deposit shall be applied to the Purchase Price. Unless Buyer timely delivers notice to Seller of Buyer’s election to terminate this Agreement pursuant to Section 3.4 below prior to the expiration of the Investigation Period, upon the expiration of the Investigation Period, the Deposit shall become non-refundable (except as otherwise expressly set forth herein). (c) Seller acknowledges and agrees that Buyer may be required to withhold a portion of the Purchase Price pursuant to Section 1445 of the United States Internal Revenue Code (the “ Federal Code ”) or Sections 18805 and 26131 of the California Revenue and Taxation Code (the “ California Code ”). (Sections 18805 and 26131 of the California Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ California Withholding Provisions ,” and Section 1445 of the Federal Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ Federal Withholding Provisions .”) Any amount properly so withheld by Buyer in accordance with the provisions of Section 5.2 below shall be deemed to have been paid by Buyer as part The balance of the Purchase Price, subject to adjustment for any prorations and Seller’s obligation credits provided hereunder, shall be deposited with Escrow Holder by Buyer on or before the Closing by wire transfer of immediately available funds, for disbursement pursuant to consummate the transactions contemplated herein shall not terms hereof, with the transfer of funds to Seller to be excused, reduced, terminated or otherwise affected therebycompleted on the day of the Closing. (d) Within two (2) business days following the Effective Date, Buyer Seller shall deliver a copy of this Agreement to the Escrow Holder. This Agreement shall serve as the initial escrow instructions. Counsel for Buyer and Seller are hereby authorized to execute any further escrow instructions necessary or desirable, and consistent with the terms hereof, in connection with the escrow established for this transaction by the Escrow Holder (the “ Escrow “Escrow”). Escrow Holder shall be the “ “Reporting Person Person” pursuant to Internal Revenue Code Section 6045(e) with respect to the transaction contemplated by this Agreement.

PURCHASE PRICE; DEPOSIT; ESCROW. (a) The purchase price (“ “Purchase Price Price”) for the Property shall be Nine Million Six Hundred Twenty-One Thousand Two Hundred Eighty-Eight Dollars ($1,000.009,621,288.00), subject to adjustment for prorations and credits as provided in Section 6 8 below, and shall be paid as set forth in subparagraphs (b), (c) and (d) below. (b) Within two one (21) business days day following the Effective Date, Buyer shall deposit in escrow with First American Chicago Title Insurance Company, 3000 Xxxxxxx Xxxx.000 Xxxxxx Xxxxxx, Suite 151Xxx Xxxxxxxxx, RosevilleXxxxxxxxxx 00000, California 95661, AttentionAttn: Cxxxxxx Xxxxx Xxxx (the “ “Title Company” and the “Escrow Holder Holder”), as an initial deposit hereunder, the amount sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Initial Deposit”). Within one (1) business day following expiration of the Purchase Price Investigation Period (as defined below), if Buyer delivers notice to Seller of Buyer’s election not to terminate this Agreement pursuant to Section 3.4 below, Buyer shall deposit with the Escrow Holder, as an additional deposit hereunder, an additional sum of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) (the “ Initial Deposit “Additional Deposit”). The Initial Deposit and the Additional Deposit, together with all interest accrued thereon, are referred to herein as the “ Deposit .” “Deposit”. The Deposit shall at all times before the Closing closing of the purchase and sale contemplated hereunder (the “Closing”) be invested in an interest-bearing account approved by Buyer in writing. Buyer shall provide the Escrow Holder with its taxpayer identification number, and unless the Closing does not occur as a result of Buyer’s default hereunder, all interest earned on the Deposit shall be reported to the appropriate tax authorities using Buyer’s taxpayer identification number. At the Closing, the Deposit shall be applied to the Purchase Price. Provided that Buyer timely delivers notice to Seller of Buyer’s election not to terminate this Agreement pursuant to Section 3.4 below, prior to the expiration of the Investigation Period, the Deposit shall become non-refundable (except as otherwise expressly set forth herein). (c) Seller acknowledges and agrees that Buyer may be required to withhold a portion of the Purchase Price pursuant to Section 1445 of the United States Internal Revenue Code (the “ Federal Code ”) or Sections 18805 and 26131 of the California Revenue and Taxation Code (the “ California Code ”). (Sections 18805 and 26131 of the California Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ California Withholding Provisions ,” and Section 1445 of the Federal Code, together with any regulations now or hereafter promulgated thereunder, are sometimes collectively referred to below as the “ Federal Withholding Provisions .”) Any amount properly so withheld by Buyer in accordance with the provisions of Section 5.2 below shall be deemed to have been paid by Buyer as part The balance of the Purchase Price, subject to adjustment for any prorations and Seller’s obligation credits provided hereunder, shall be deposited with Escrow Holder by Buyer at least one (1) business day before the Closing by wire transfer of immediately available funds, for disbursement pursuant to consummate the transactions contemplated herein shall not terms hereof, with the transfer of funds to Seller to be excused, reduced, terminated or otherwise affected therebycompleted on the day of the Closing. (d) Within two (2) business days following Upon mutual execution of this Agreement, the Effective Date, Buyer parties hereto shall deliver a copy deposit an executed counterpart of this Agreement to the Escrow Holder. This with Title Company and this Agreement shall serve as instructions to Title Company for consummation of the initial escrow instructionspurchase contemplated hereby (“Escrow”). Counsel for Seller and Buyer and Seller are hereby authorized to shall execute any further such supplemental escrow instructions necessary or desirable, and consistent as may be appropriate to enable Title Company to comply with the terms hereofof this Agreement, provided that such supplemental escrow instructions are not in connection conflict with this Agreement as it may be amended in writing from time to time. In the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions signed by Buyer and Seller, the terms of this Agreement shall control. Title Company shall hold and dispose of the Deposit and other funds and instruments delivered into Escrow in accordance with the escrow established terms of this Agreement. Seller and Buyer agree that the duties of the Title Company hereunder are purely ministerial in nature and shall be expressly limited to the matters set forth in this Agreement. Title Company shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon. Title Company shall execute this transaction Agreement for the purpose of being bound by the Escrow Holder (provisions of this Agreement directing action by the “ Escrow ”)Title Company. Escrow Holder shall be the “ “Reporting Person Person” pursuant to Internal Revenue Code Section 6045(e) with respect to the transaction contemplated by this Agreement.