|AMAZON COM INC filed this Form 10-K on 01/30/2013|
2.1.3 The balance of the Purchase Price due from Purchaser at Closing (after crediting the Deposit and after application of prorations and adjustments provided for in this Agreement) shall be paid by Purchaser to Escrow Agent by federal funds wire transfer in immediately available funds no later than 12:00 noon. Eastern/9:00 a.m. Pacific time on the Closing Date and disbursed to Seller at Closing in accordance with Section 8.3.2.
2.1.4 Seller and Purchaser agree that the amount of [Six Hundred Dollars ($600)]3 (Independent Contract Consideration Payment), has been bargained for as consideration for Sellers execution and delivery of this Agreement and for Purchasers right of review, inspection, and termination, and is independent of any other consideration or payment provided for in this Agreement. Notwithstanding anything to the contrary contained herein, the Independent Contract Consideration Payment is non-refundable in all events. Simultaneously with the Deposit made under Section 2.1.2, Purchaser shall pay the Independent Contract Consideration Payment to Seller by means of a check or wired funds (in accordance with wiring instructions provided by Seller). In no event shall the Independent Contract Consideration Payment be credited towards the Purchase Price at Closing.
2.1.5 [$263,308.49]3 of the Purchase Price shall be allocated to tangible Personal Property for State of Washington sales/use tax purposes, as reflected on Schedule 1.3 attached hereto, and Purchaser shall be responsible for the payment of the sales/use tax due on such tangible Personal Property as provided in Section 184.108.40.206 below.
TITLE AND SURVEY.
3.1 State of Title to be Conveyed. Title to the Property shall be conveyed to Purchaser free from all liens, encumbrances, encroachments, and other exceptions to title except (i) those shown on the Commitment or the Survey (as such terms are defined in Section 3.2 below) and not required to be cured by Seller in accordance with this Article 3, (ii) the Leases and Licenses, (iii) matters caused by Purchaser or the activities of Purchaser or its agents, employees, consultants, contractors, and representatives on the Property, (iv) real estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, local improvement district taxes and assessments, business improvement district taxes and assessments, and any other governmental taxes, charges, or assessments levied or assessed against the Property, including any so-called payments in lieu of taxes, in each case that are a lien but not yet delinquent, subject to proration in accordance with Section 8.5.4 below, and (v) applicable zoning and building ordinances and land use regulations and any and all other present and future laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Property (collectively, the Permitted Exceptions). However, the Permitted Exceptions shall not include and Seller will cause to be deleted from the Title Policy to be issued to Purchaser at Closing special exceptions [VARIES]4 of the Commitment.