Common use of Escrow and Closing Clause in Contracts

Escrow and Closing. a. This Agreement constitutes not only the agreement of purchase and sale between OlyCAP and the County, but also instructions to the Closing Agent for the consummation of the purchase and sale through the escrow. The Closing Agent shall not prepare any further escrow instructions restating or amending this Agreement unless specifically so instructed by the parties. Subject to the reasonable approval of the parties, the Closing Agent may include its standard general escrow provisions. b. As soon as practical after the receipt of this Agreement, the Closing Agent shall ascertain the effective date of the agreement and advise the parties in writing, on the date ascertained. c. The Closing Agent is authorized and instructed to conduct the escrow in accordance with this Agreement, applicable law and custom and practice of the community in which the Closing Agent is located, including any reporting requirements of the Internal Revenue Code. d. Subject to satisfaction of the contingencies described in this Agreement, the Closing Agent shall close the escrow by recording a statutory warranty deed, the Deed Restriction Covenant Agreement, and the other documents required to be recorded, and by disbursing any funds and documents in accordance with this Agreement. e. OlyCAP shall pay all of the Closing Agent’s charges and OlyCAP shall pay the usual recording fees and any required documentary transfer taxes. OlyCAP shall pay the premium for a standard coverage owner’s or joint protection policy of title insurance. f. The Closing Agent shall verify that all of the contingencies described in this Agreement have been satisfied or waived prior to Closing. g. If this transaction is terminated for non-satisfaction and non-waiver of a contingency, then neither of the parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, the Closing Agent promptly shall refund all funds deposited by OlyCAP with the Closing Agent, less only the Closing Agent cancellation fees and costs, all of which shall be OlyCAP’s obligation. If this transaction is terminated as a result of the County’s breach of this Agreement then OlyCAP shall be promptly refunded all funds deposited by OlyCAP with the Closing Agent and the cancellation fees and costs. h. The Closing shall occur on the Closing date or as soon thereafter as the escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Closing date and said date is not extended by mutual instructions of the parties, a party not then in default under this Agreement may notify the other party and the Closing Agent, in writing, that unless the Closing occurs within 5 business days following said notice, the escrow shall be deemed terminated without further notice or instructions. i. Except as otherwise provided herein, the termination of escrow shall not relieve or release either OlyCAP from its obligation to pay the Closing Agent’s fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties.

Escrow and Closing. a. This Escrow and closing services are required to consummate the transactions which are called for in the Funding Agreement constitutes not only including funding, clearing title at close of escrow, and issuance of a policy of title insurance. Funding Recipient shall establish individual escrows (Escrow) to consummate the agreement transactions which are authorized in Funding Recipient’s Project Real Estate Plan and have received all State approvals. In concurrence with State, Funding Recipient will select an escrow holder of purchase its choice to facilitate escrow. Escrow holder shall be instructed by State as to funding, clearing title at close of escrow, and sale between OlyCAP issuance of a policy of title insurance. Funding Recipient’s escrow holder shall close escrow in accordance with previously approved “Escrow and Closing Instruction Worksheet” outlined in Section.6), Memorandum of Settlement, of this Exhibit F, which gives instructions for the proper disposition of identified encumbrances to title and the County, but also instructions to the Closing Agent escrow closure notice. Funding Recipient is solely responsible for the consummation providing funding for its share of Eligible Project Costs into escrow. Funds advanced by State for purchase of real property essential for completion of the purchase and sale through Project shall be deposited by State with escrow holder. If the escrow. The Closing Agent shall escrow does not prepare any further escrow instructions restating or amending this Agreement unless specifically so instructed close by the parties. Subject date set forth in State’s escrow instructions, or such other date as may be agreed to the reasonable approval of by the parties, the funds provided by State shall be returned to State. Closing Agent may include its standard general escrow provisions. b. As soon as practical after shall be accomplished through the receipt of this Agreement, Escrow upon which the Closing Agent shall ascertain deed will be recorded in the effective date official public records of the agreement and advise the parties in writing, on the date ascertained. c. The Closing Agent is authorized and instructed to conduct the escrow in accordance with this Agreement, applicable law and custom and practice of the community county in which the Closing Agent real property is located. Title shall be conveyed to Funding Recipient at close of escrow. The costs of using an escrow agent will be paid by the Funding Recipient, including any reporting requirements but will be considered Eligible Project Costs for purposes of the Internal Revenue Code. d. Subject this Funding Agreement and hence subject to satisfaction state cost sharing requirements. After completion of the contingencies described in this Agreement, the Closing Agent shall close the escrow by recording a statutory warranty deed, the Deed Restriction Covenant Agreementall Project acquisitions, and in concurrence with State, Funding Recipient will subsequently assign to State, in the other documents required name of “The Sacramento and San ▇▇▇▇▇▇▇ Drainage District, or successor entity” all real property interests using Easement Assignment Deed or ▇▇▇▇▇ ▇▇▇▇, a sample of such to be recorded, and by disbursing any funds and documents in accordance with this Agreementprovided. e. OlyCAP shall pay all of the Closing Agent’s charges and OlyCAP shall pay the usual recording fees and any required documentary transfer taxes. OlyCAP shall pay the premium for a standard coverage owner’s or joint protection policy of title insurance. f. The Closing Agent shall verify that all of the contingencies described in this Agreement have been satisfied or waived prior to Closing. g. If this transaction is terminated for non-satisfaction and non-waiver of a contingency, then neither of the parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, the Closing Agent promptly shall refund all funds deposited by OlyCAP with the Closing Agent, less only the Closing Agent cancellation fees and costs, all of which shall be OlyCAP’s obligation. If this transaction is terminated as a result of the County’s breach of this Agreement then OlyCAP shall be promptly refunded all funds deposited by OlyCAP with the Closing Agent and the cancellation fees and costs. h. The Closing shall occur on the Closing date or as soon thereafter as the escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Closing date and said date is not extended by mutual instructions of the parties, a party not then in default under this Agreement may notify the other party and the Closing Agent, in writing, that unless the Closing occurs within 5 business days following said notice, the escrow shall be deemed terminated without further notice or instructions. i. Except as otherwise provided herein, the termination of escrow shall not relieve or release either OlyCAP from its obligation to pay the Closing Agent’s fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties.

Escrow and Closing. a. This Agreement constitutes 7.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between OlyCAP Buyer and the CountySeller, but also instructions to the Closing Agent Escrow Holder for the consummation of the purchase and sale Agreement through the escrowEscrow. The Closing Agent Escrow Holder shall not prepare any further escrow instructions restating or amending this Agreement unless specifically so instructed by the parties. Subject to the reasonable approval Parties of the parties, the Closing Agent may include its standard general escrow provisionsa Broker herein. b. As soon as practical after the receipt of this Agreement, the Closing Agent shall ascertain the effective date of the agreement and advise the parties in writing, on the date ascertained. c. The Closing Agent 7.2 Escrow Holder is hereby authorized and instructed to conduct the escrow Escrow in accordance with this Agreement, applicable law and law, custom and practice of the community in which the Closing Agent Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. d. 7.3 Subject to satisfaction of the contingencies described in this Agreementherein described, the Closing Agent Escrow Holder shall close this escrow (the escrow "Closing") by recording a statutory warranty deed, the Deed Restriction Covenant Agreement, grant deed and the other documents required to be recorded, recorded and by disbursing any the funds and documents in accordance with this Agreement. e. OlyCAP shall pay all of the Closing Agent’s charges and OlyCAP shall pay the usual recording fees and any required documentary transfer taxes. OlyCAP shall pay the premium for a standard coverage owner’s or joint protection policy of title insurance. f. The Closing Agent shall verify that all of the contingencies described in this Agreement have been satisfied or waived prior to Closing. g. 7.4 If this transaction is terminated for non-satisfaction and non-waiver of a contingencyBuyer's Contingency, as defined in Paragraph 8.4, then neither of the parties Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a the breach of any affirmative covenant or warranty in this AgreementAgreement that may have been involved. In the event of such termination, the Closing Agent Buyer shall be promptly shall refund refunded all funds deposited by OlyCAP or on behalf of Buyer with the Closing Agenta Broker, Escrow Holder or Seller, less only the Closing Agent Title Company and Escrow Holder cancellation fees and costs, all of which shall be OlyCAP’s Buyer's obligation. If this transaction is terminated as a result of the County’s breach of this Agreement then OlyCAP shall be promptly refunded all funds deposited by OlyCAP with the Closing Agent and the cancellation fees and costs. h. 7.5 The Closing shall occur on the Expected Closing date Date, or as soon thereafter as the escrow Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing date Date and said date the Expected Closing Date is not extended by mutual instructions of the partiesParties, a party Party hereto not then in default under this Agreement may notify the other party Party, Escrow Holder, and the Closing AgentBroker(s) in writing that, in writing, that unless the Closing occurs within 5 five (5) business days following said notice, the escrow Escrow and this Agreement shall be deemed terminated without further notice or instructions. i. 7.6 Should the Closing not occur during said five (5) day period, this Agreement and Escrow shall be deemed terminated and Escrow Holder shall forthwith return all monies and documents, less only Escrow Holder's reasonable fees and expenses, to the Party who deposited them. Such Party shall indemnify and hold Escrow Holder harmless in connection with such return. However, no refunds or documents shall be returned to a party claimed by written notice to Escrow Holder to be in default under this Agreement. 7.7 Except as otherwise provided herein, the termination of escrow Escrow and this Agreement and/or the return of deposited funds or documents shall not relieve or release either OlyCAP Buyer or Seller from its any obligation to pay the Closing Agent’s Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warrantieswarranties contained herein. 7.8 If this Agreement terminates for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, Buyer shall within five (5) days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property.

Escrow and Closing. a. This Agreement constitutes 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between OlyCAP Buyer and the CountySeller, but also instructions to the Closing Agent Escrow Holder for the consummation of the purchase and sale Agreement through the escrowEscrow. The Closing Agent Escrow Holder shall not prepare any further escrow instructions restating or amending this Agreement unless specifically so instructed by the parties. Subject to the reasonable approval Parties of the parties, the Closing Agent may include its standard general escrow provisionsa Broker herein. b. As soon as practical after the receipt of this Agreement, the Closing Agent shall ascertain the effective date of the agreement and advise the parties in writing, on the date ascertained. c. The Closing Agent 8.2 Escrow Holder is hereby authorized and instructed to conduct the escrow Escrow in accordance with this Agreement, applicable law and law, custom and practice of the community in which the Closing Agent Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. d. 8.3 Subject to satisfaction of the contingencies described in this Agreementherein described, the Closing Agent Escrow Holder shall close this escrow (the escrow "Closing") by recording a statutory warranty deed, the Deed Restriction Covenant Agreement, grant deed and the other documents required to be recorded, recorded and by disbursing any the funds and documents in accordance with this Agreement. e. OlyCAP shall pay all of the Closing Agent’s charges and OlyCAP shall pay the usual recording fees and any required documentary transfer taxes. OlyCAP shall pay the premium for a standard coverage owner’s or joint protection policy of title insurance. f. The Closing Agent shall verify that all of the contingencies described in this Agreement have been satisfied or waived prior to Closing. g. 8.4 If this transaction is terminated for non-satisfaction and non- waiver of a Buyer's Contingency, as defined in paragraph 9.4, or for non- satisfaction and non-waiver of a Seller's contingency, as defined in paragraph 28, then neither of the parties Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a the breach of any affirmative covenant or warranty in this AgreementAgreement that may have been involved. In the event of such termination, the Closing Agent Buyer shall be promptly shall refund refunded all funds deposited by OlyCAP or on behalf of Buyer with the Closing Agenta Broker, Escrow Holder or Seller, less only the Closing Agent Title Company and Escrow Holder cancellation fees and costs, all of which shall be OlyCAP’s Buyer's obligation. If this transaction is terminated as a result of the County’s breach of this Agreement then OlyCAP shall be promptly refunded all funds deposited by OlyCAP with the Closing Agent and the cancellation fees and costs. h. 8.5 The Closing shall occur on the Expected Closing date Date, or as soon thereafter as the escrow Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing date Date and said date the Expected Closing Date is not extended by mutual instructions of the partiesParties, a party Party hereto not then in default under this Agreement may notify the other party Party, Escrow Holder, and the Closing AgentBroker(s), in writingwriting that, that unless the Closing occurs within 5 five (5) business days following said notice, the escrow Escrow and this Agreement shall be deemed terminated without further notice or instructions. i. 8.6 Should the Closing not occur during said five (5) day period, this Agreement and Escrow shall be deemed terminated and Escrow Holder shall forthwith return all monies and documents, less only Escrow Holder's reasonable fees and expenses, to the Party who deposited them. Such Party shall indemnify and hold Escrow Holder harmless in connection with such return. However, no refunds shall be returned to a party claimed by written notice to Escrow Holder to be in default under this Agreement. 8.7 Except as otherwise provided herein, the termination of escrow Escrow and this Agreement and/or the return of deposited funds or documents shall not relieve or release either OlyCAP Buyer or Seller from its any obligation to pay the Closing Agent’s Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warrantieswarranties contained herein. 8.8 If this Agreement terminates for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, provided that Buyer is entitled to the deposit pursuant to the terms of this Agreement, Buyer shall within five (5) days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property.

Escrow and Closing. a. This 5.1 Upon acceptance hereof by Seller, this Agreement constitutes shall constitute not only the agreement of purchase and sale between OlyCAP Buyer and the CountySeller, but also instructions to the Closing Agent Escrow Holder for the consummation of the purchase and sale Agreement through the escrowEscrow. The Closing Agent Escrow Holder shall not prepare any further escrow instructions restating or amending this Agreement unless specifically so instructed by the parties. Subject Parties herein or unless required by Escrow Holder in order to the reasonable approval of the parties, the Closing Agent may include its standard general escrow provisionshandle this Escrow. b. As soon as practical after the receipt of this Agreement, the Closing Agent shall ascertain the effective date of the agreement and advise the parties in writing, on the date ascertained. c. The Closing Agent 5.2 Escrow Holder is hereby authorized and instructed to conduct the escrow Escrow in accordance with this Agreement, applicable law and law, custom and practice of the community in which the Closing Agent Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. d. 5.3 Subject to satisfaction of the contingencies described in this Agreementherein described, the Closing Agent ▇▇▇▇▇▇ Holder shall close this escrow (the escrow "Closing") by recording a statutory warranty deed, the Deed Restriction Covenant Agreement, grant deed and the other documents required to be recorded, recorded and by disbursing any the funds and documents in accordance with this Agreement. e. OlyCAP shall pay all of the Closing Agent’s charges and OlyCAP shall pay the usual recording fees and any required documentary transfer taxes. OlyCAP shall pay the premium for a standard coverage owner’s or joint protection policy of title insurance. f. The Closing Agent shall verify that all of the contingencies described in this Agreement have been satisfied or waived prior to Closing. g. 5.4 If this transaction is terminated for non-satisfaction and non-waiver of a contingencyBuyer's Contingency, as defined in paragraph 6.4, then neither of the parties Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a the breach of any affirmative covenant or warranty in this AgreementAgreement that may have been involved. In the event of such termination, the Closing Agent Buyer shall be promptly shall refund refunded all funds deposited by OlyCAP or on behalf of Buyer with the Closing AgentEscrow Holder or Seller, less only the Closing Agent Title Company and Escrow Holder cancellation fees and costs, all of which shall be OlyCAP’s Buyer's obligation. If this transaction is terminated as a result of the County’s breach of this Agreement then OlyCAP shall be promptly refunded all funds deposited by OlyCAP with the Closing Agent and the cancellation fees and costs. h. 5.5 The Closing shall occur on the Expected Closing date Date, or as soon thereafter as the escrow Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing date Date and said date the Expected Closing Date is not extended by mutual instructions of the partiesParties, a party Party hereto not then in default under this Agreement may notify the other party Party and the Closing AgentEscrow Holder, in writingwriting that, that unless the Closing occurs within 5 five (5) business days following said notice, the escrow Escrow and this Agreement shall be deemed terminated without further notice or instructions. i. 5.6 Should the Closing not occur during said five (5) day period, this Agreement and Escrow shall be deemed terminated and Escrow Holder shall forthwith return all monies and documents, less only Escrow Holder's reasonable fees and expenses, to the Party who deposited them. Such Party shall indemnify and hold Escrow Holder harmless in connection with such return. However, no refunds or documents shall be returned to a party claimed by written notice to Escrow Holder to be in default under this Agreement. 5.7 Except as otherwise provided herein, the termination of escrow Escrow and this Agreement and/or the return of deposited funds or documents shall not relieve or release either OlyCAP Buyer or Seller from its any obligation to pay the Closing Agent’s Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warrantieswarranties contained herein. 5.8 If this Agreement terminates for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, Buyer shall, within five (5) days after written request therefore, deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property.