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Purchaser does not terminate the Purchase Agreement on or before <br />the expiration of the Due Diligence Period as it may be extended, <br />the Earnest Money shall become non-refundable (except in the <br />event of Seller default) but shall be applied to the Purchase Price <br />at Closing. <br />7. Brokers: Buyer is not represented by a broker. <br />8. Closing: The Closing will occur 30 days after the expiration of the Due <br />Diligence Period. <br />9. Title and Survey: Seller, at its expense, will provide a current title insurance <br />commitment for the Property from the Title Company. Purchaser <br />will provide, at its expense, a current ALTA/ACSM survey of the <br />Property. <br />10. Closing Costs: Closing costs shall be prorated between Seller and Purchaser in <br />accordance with customary practices. <br />11. Seller Documents: Seller shall provide Purchaser with copies of any existing <br />environmental reports, soil tests, surveys, and any other <br />information Seller may have related to the Property. <br />12. Confidential: Seller and Purchaser agree that this offer and the terms of this letter <br />of intent are confidential and shall not be disclosed to third parties <br />except as may be required by applicable law and as may be <br />reasonably required in connection with securing necessary <br />permits, approvals and agreements to facilitate the Purchaser’s use <br />or development of the Property. <br />13. Prorations: Any operating expenses shall be pro-rated as of the date of Closing <br />with the Purchaser being responsible for all of such costs incurred <br />as of the date of Closing and thereafter and Seller being <br />responsible for all of such costs incurred before the date of <br />Closing. <br />14. Purchase Agreement: Within 2 weeks after the execution and delivery of this Letter of <br />Intent, the parties will cooperate and work together in good faith <br />to prepare and execute a purchase agreement using Purchaser’s <br />form of agreement containing all terms and conditions of the <br />transaction (the “Purchase Agreement”). <br />15. Section 1031 Provision: As an accommodation to the other party, Seller and Purchaser <br />agree to cooperate with each other if either or both of them elect to <br />consummate the purchase transaction in a manner intended to <br />qualify as a like-kind exchange under Section 1031 of the Internal <br />Revenue Code. <br />16. Non-Binding: With the exception of Section 17 below, this is a non-binding <br />Letter of Intent. The parties will only become obligated by the full <br />execution of the Purchase Agreement.