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3.11.4 Disbursement of Closing Documents. As soon as reasonably <br />possible following the Close of Escrow, Escrow Holder shall deliver copies of all closing <br />documents, including, without limitation, those listed above, the Title Policy, any additional <br />escrow instructions and the final Escrow closing statement, to Seller's counsel and Buyer's <br />counsel. <br />3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below, <br />Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to <br />Seller' s account as directed in separate written instructions to be provided by Seller. <br />3.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under <br />California Revenue and Taxation Code Sections 18662, Escrow Holder shall be the "withholding <br />agent" and withhold from proceeds due Seller any amounts required under the above code sections <br />to be withheld by Buyer and pay same to the California Franchise Tax Board or Internal Revenue <br />Service in accordance with applicable law. <br />3.14 Additional Documents. Seller and Buyer shall execute and deliver to <br />Escrow any other documents reasonably required by Escrow Holder including, without limitation, <br />Seller' s affidavits or statements regarding mechanics liens and /or tenants or parties in possession. <br />3.15 Termination of Property Contracts. Seller shall terminate any service <br />contracts or similar agreement relating to the Property that the Buyer does not expressly elect in <br />writing to assume which termination shall be effective as of the Close of Escrow. <br />4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant <br />to each other that they have not employed, dealt with or incurred any obligation to any broker, <br />agent or finder in connection with the Property, and that they have not incurred any obligation to <br />pay any other real estate brokerage or other commission or fee in connection with the conveyance <br />of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free <br />and harmless from and against all costs and liabilities, including without limitation reasonable <br />attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any <br />way related to or resulting from a breach of the foregoing representation and warranty or arising <br />out of any action or proceedings which may be instituted by any broker, agent or finder, licensed <br />or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party, <br />respectively, in connection with this transaction. <br />5. Due Diligence; Inspections. <br />5.1 Feasibility. Within five (5) business days following the execution of this <br />Agreement by Buyer and Seller, Seller shall deliver to Buyer copies of all maps, permits, <br />applications, contracts, correspondence, studies, reports, appraisals and all other documents, <br />materials or information of any kind that relate to the Property, whether in the possession of Seller <br />or any agent or consultant of Seller (collectively, the "Property Documents"). Seller will <br />immediately furnish Buyer with copies of any revisions or supplements to the Property Documents <br />and will immediately furnish Escrow Holder and Buyer with copies of any revisions or <br />supplements to the Property Documents. Seller shall deliver original versions of the Property <br />Documents (to the extent available) to Buyer at the Close of Escrow. <br />In <br />