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NOW THEREFORE, the Seller, City and District agree as follows: <br /> 1. PURCHASE PRICE: The total purchase price for the Easement is Three Hundred <br /> Forty Three Thousand and No /100 Dollars (US $343,000.00) "Purchase Price The <br /> Purchase Price is payable by the District at closing in cash. In addition, the City shall deposit the <br /> sum of Seventy Two Thousand Nine Hundred Seventy Two and No /100 Dollars (US <br /> $72,972.00), representing interest from May 19, 2008 until closing at the rate of 9% per annum. <br /> The parties acknowledge that the foregoing amount represents interest due under the PUA <br /> assuming that closing occurs on September 30, 2010. If the transaction contemplated herein <br /> does not close on September 30, 2010, the parties agree that the amount of interest shall be <br /> adjusted (either upward or downward) to account for the actual date of closing. Moreover, if the <br /> transaction does not close on or before October 15, 2010, the parties acknowledge that the <br /> interest rate will revert back to 12% per annum as originally contemplated in the PUA and, in <br /> this event, the parties shall revise the interest rate currently stated in Attachment "A" hereto. <br /> 2. TITLE: <br /> 2.1 Conveyance of Easement: At closing, Seller will execute and deliver to Buyer the <br /> Easement conveying and warranting good and marketable title to the Easement free and clear of <br /> all defects or encumbrances except those defects and/or encumbrances (if any) identified on <br /> Attachment "B" (collectively, "Permitted Exceptions <br /> 2.2 Title Insurance: At closing, Buyer shall receive (at Buyer's expense) a policy of title <br /> insurance for the Easement, dated as of the closing date and insunng Buyer in the amount of the <br /> Purchase Price against loss or damage by reason of defect in Buyer's title to the Easement subject <br /> only to the pnnted exclusions appearing in the policy form and any Permitted Exceptions. <br /> 3. CONTINGENCIES: <br /> 3.1 The sale of the Easement is contingent on receipt of grant funding and/or <br /> appropriation by the Board of Supervisors of the King County Flood Control Zone District of <br /> funds sufficient to close the sale. <br /> 4. REPRESENTATIONS, WARRANTIES AND COVENANTS: <br /> 4.1 Seller: Seller represents, warrants and covenants to the Buyer at the date of execution of <br /> this Agreement and the date of closing that: <br /> 18775202_1 DOC Page 2 of 20 September 2, 2010 <br /> 67893- 0003 /LEGAL19087945 3 <br />