Reso 2008-1213 - Laserfiche WebLink

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payment of the option fee, the City agrees to assist the Seller in the event the Seller seeks to obtain a charitable tax deduction for the sale of the property to the City. 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 notice to Seller's counsel 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"). 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. 3. Purchase Price; Deposit and Escrow. 3.1 Purchase Price. The cash portion of the Purchase Price is Three Million 00/1 00 Dollars ($3,000,000.00), payable by Buyer to Seller as follows: (a) the Option Fee in the amount of Fifty Thousand and 00/1 00 Dollars ($50,000.00), payable as provided in Section 2.2 above, simultaneously with the delivery to Seller of this Agreement executed by Buyer; (b) the balance of the Purchase Price, equal to Two Million Nine Hundred Fifty Thousand and 00/100 Dollars ($2,950,000.00), 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. (c) Buyer and Seller acknowledge that Seller intends to take a charitable tax deduction for the excess as determined by such appraisal on its federal income tax return for the year of the sale. The City agrees to sign IRS Form 8283 or other applicable form upon request by Seller confirming the market value of the property and the donation. 3.2 Option Fee. Liquidated Damages. Buyer and Seller agree that the damages which Seller would incur should Buyer default in its obligations under this Agreement are not readily ascertainable by the parties on the date of this Agreement; and that the parties desire to liquidate by agreement the amount of Seller's recovery from Buyer in such event. Both parties understand that the agreed damages may be more or less than the actual damages which Seller may incur on account of Buyer's default. After consideration of all of the foregoing, Buyer and Seller hereby agree that in the event of Buyer's default under this Agreement (provided that Seller is not then in default), Seller shall be entitled to retain the Option Fee, together with all interest accrued thereon, as liquidated damages as Seller's sole remedy on account of such default, plus reasonable attorneys' fees and costs of collection should litigation ensue; provided, however, if Buyer fails to deliver the Option Fee as required under this Agreement, then Seller's remedies shall be limited to the right to collect the Option Fee from Buyer and to retain the Option Agreement for 287 Sunny Isles Blvd 3 ...