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referred to as the "Effective Date." The parties shall execute and deliverto Escrow Holder <br />such escrow instructions prepared by Escrow Holder, as may be required to consummate <br />the transaction contemplated by this Agreement. If there is any inconsistency between <br />such instructions and this Agreement, this Agreement shall control unless the parties <br />expressively agree in writing otherwise. The Escrow instructions shall include the following <br />terms and conditions of sale: <br />2.1 Purchase Price <br />The total purchase price for the Property shall be the sum of Two Million <br />Dollars ($2,000,000.00) ( "Purchase Price "). <br />(a) Escrow Deposit. Within three (3) business days following the <br />Effective Date, Buyer will remit into escrow a deposit of Sixty Thousand Dollars <br />($60,000.00) ( "Escrow Deposit "). Such Escrow Deposit shall be fully refundable until the <br />expiration of the Due Diligence Period and as otherwise set forth herein. Such Escrow <br />Deposit shall be credited towards the Purchase Price paid to Seller as provided in this <br />Agreement. <br />(b) Closing Payment. The Purchase Price, as adjusted by the <br />application of the Escrow Deposit and by the proration and credits specified herein, shall be <br />paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under this <br />Section 2.1(b) being herein called the "Closing Payment "). <br />(c) Independent Consideration. Escrow Holder shall pay a portion <br />of the Escrow Deposit in the amount of One - Hundred Dollars ($100.00) ( "Independent <br />Consideration ") to Seller upon the earlier to occur of the Close of Escrow (as defined <br />below) or the termination of this Agreement for any reason. The Independent <br />Consideration constitutes bargained -for consideration for this Agreement and Buyer's rights <br />under Section 2.6(d) and is expressly acknowledged to be adequate. The obligation of <br />Buyer to pay the Independent Consideration to Escrow Holder, and the obligation of <br />Escrow Holder to pay the same to Seller, are unconditional and shall survive any <br />termination of this Agreement. <br />2.2 Close of Escrow <br />If Buyer does not exercise its right to terminate this Agreement under Section <br />2.6(d) prior to the expiration of the Due Diligence Period (as defined below), then Escrow <br />shall close ( "Close of Escrow ") five (5) business days subsequent to Buyer's attainment of <br />all of the Approvals (as defined below) including, without limitation, the building permit and <br />all related municipal approvals for the Intended Use (as defined below). If Escrow is not in <br />a condition to close by five (5) business days subsequent to Buyer's attainment of all of the <br />Approvals, Escrow shall be closed as soon as possible thereafter. <br />K <br />