Res 2006-014 - Laserfiche WebLink

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I I I this Contract, including the value and the deductibility of any intended charitable gift. Neither Purchaser nor its employees or agents assume any liability in the event that any portion of the intended charitable gift is determined by appropriate authorities to be not deductible. Seller hereby represents and warrants that Seller has or will obtain and rely on Seller's own tax advisors for advice with respect to both the availability of a tax deduction for the charitable contribution and the requirements for appraisals and other documentation to substantiate the value of the charitable contribution deduction. Seller hereby represents and warrants that (i) Seller has not relied upon any representation by or on behalf of Purchaser concerning the tax consequences of this specific transaction; and (ii) Seller has been advised by Purchaser to seek Seller's own professional advice regarding such tax consequences. Purchaser has received a document entitled ..Summary of The Nature Conservancy's Procedures Relating to Acceptance of Donations of Land and Interests in Land and Water" and attachments and understands the conditions under which Purchaser will sign Internal Revenue Service Form 8283 relating to donations of interests in land. Section 2.2 Purchase Price Payment. At Closing, Purchaser shall pay to Seller the Purchase Price, subject to any adjustments and prorations provided for herein. Section 2.3 Indeoendent Contract Consideration. Contemporaneously with the execution of this Contract, Purchaser hereby delivers to Seller and Seller hereby acknowledges the receipt of, a check in the amount of Fifty and Noll 00 Dollars ($50.00) ("Independent Contract Consideration"), which amount the parties bargained for and agreed to as consideration for the Seller's grant to Purchaser of Purchaser's exclusive right to purchase the Property pursuant to the terms hereof, the Seller's execution, delivery and performance of this Contract, and Purchaser's rights to terminate this Contract under Section 2.4. lbis Independent Contract Consideration is in addition to and independent of any other consideration or payment provided in this Contract and shall be retained by Seller; provided, however, Purchaser shall receive a credit for the Independent Contract Consideration against the Purchase Price at Closing. Section 2.4 Termination for Lack of Purchaser Aoproval. Seller, at its expense, shall provide Purchaser with a current Phase I environmental assessment of the Property (the "Environmental Assessment") on or before January 9,2006. Seller's failure to timely deliver the Environmental Assessment shall not constitute a default hereunder, but shall only serve to extend Purchaser's termination right under this Section 2.4 as described below. In the event that Purchaser is not satisfied with the Property for any reason whatsoever or has not obtained the approval of this transaction by the President of Purchaser, Purchaser may terminate this Contract by providing written notice of such termination to Seller on or before the later of (i) January 20, 2006, or (ii) five business days after Purchaser's receipt of the Environmental Assessment ("Purchaser Termination Deadline"). In the event that this Contract is terminated under this Section 2.4. the Earnest Money shall be returned to Purchaser and the parties shall have no further rights or obligation hereunder other than as set forth in Sections 6.2 and 9.2. Purchaser's failure to deliver timely notice of tennination to Seller shall be deemed an election by Purchaser to waive its right of termination under this Section 2.4, and Purchaser shall proceed to Closing subject to the terms and conditions of this Contract. -2-