Reso 2001-342 - Laserfiche WebLink

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pursuant to the provISIOns of Section 9.1 hereof due to an unsatisfied Buyer's Condition Precedent not satisfied by Seller as and when provided therein; (v) termination ofthis Agreement pursuant to the provisions of Section 9.3 hereof due to lack of Probate Court Approval as and when required therein; or (vi) termination of this Agreement pursuant to the provisions of Section 17 hereof due to a taking of the Property as and when provided therein. The provisions of this Section 2.2 shall survive any termination of this Agreement. 2.3 Exercising the Option. In order to exercise the Option, Buyer must deliver on or prior to 5:00 p.m., Eastern Time on the Option Expiration Date (a) a notice to Seller given in accordance with the "Notice" section of this Agreement stating that Buyer has elected to exercise the Option and close in accordance with this Option Agreement (the "Option Notice") and (b) a deposit in the amount of Fifty Thousand Dollars ($50,000.00) (the "Deposit"), which is in addition to the Option Fee, payable by wire transfer or check to the Escrow Agent. The Deposit shall be held and released as set forth in Section 3.3 below. Time is of the essence for Buyer to give the Option Notice and any attempt to exercise the Option after the Option Expiration Date shall be of no force or effect. If Buyer does not exercise the Option on or prior to the Option Expiration Date, then Seller shall be entitled to receive and retain the full amount of the Option Fee and the Option and this Agreement shall terminate and the parties hereto shall be relieved of all further obligations and liability other than those that are expressly stated to survive termination of this Agreement. Seller acknowledges that in order for Buyer to exercise the Option, Buyer must receive (i) approval by the Buyer's City Commission of the exercise of the Option and (ii) two appraisals of the Property in accordance with Chapter 166, Florida Statutes, but neither the failure of Buyer to obtain such approval and/or such appraisals nor the results of such appraisals shall entitle Buyer to receive a refund of all or any portion of the Option Fee, which shall only be refunded under the conditions expressly provided for in this Agreement. Buyer agrees that if it exercises the Option, Buyer shall certify to Seller in the Option Notice that such approval and appraisals have been received by Buyer and shall provide evidence thereof to Seller with the Option Notice. 3. Purchase Price: Deposit and Escrow. 3.1 Purchase Price. The Purchase Price is Two Million Four Hundred Thousand ($2,400,000.00) Dollars, payable by Buyer to Seller as follows: (a) the Option Fee in the amount of $50,000, payable as provided in Section 2.2 above, simultaneously with the delivery to Seller of this Agreement executed by Buyer; (b) the Deposit in the amount of $50,000, payable as provided in Section 2.3 above, simultaneously with the delivery to Seller of the Option Notice; and (c) the balance of the Purchase Price, equal to Two Million Three Hundred Thousand and 00/100 Dollars ($2,300,000.00), payable in Acceptable Funds to Seller at the Closing, subject to adjustments and credits as hereinafter set forth. As used in this Agreement, the term "Acceptable Funds" shall mean a wire transfer of immediately available funds. 3.2 Deposit: Liquidated Damages. Buyer and Seller agree that the damages which Seller would incur should Buyer default in its obligations under this Agreement are not I-Ml/413923.3 3