Ferydoun Ahadpour, A.K.A. F. Ahadpour, and Doris Ahadpour - Page 4

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          applicable to the purchase price.  An additional $5 million in              
          cash was due at the closing of escrow with the remaining balance            
          to be paid by a promissory note secured by a First Trust Deed.              
          Furthermore, the Agreement provided that escrow was to close                
          within 180 days of the time it opened.                                      
               The Agreement provided that if CDC needed more time to                 
          obtain government approval for the planned development, then                
          escrow could be extended for an additional 120 days upon CDC’s              
          payment of an “Extension Payment” of $200,000.  The Extension               
          Payment was also to be released immediately to petitioners.  This           
          payment was nonrefundable and would be applied to the purchase              
               Section 6(c)(ii) of the Agreement provided:  “If close of              
          Escrow fails to occur due to Seller’s default hereunder, or for             
          any reason other than a default by Buyer, Buyer shall be                    
          entitled, in addition to any legal or equitable remedies, to the            
          immediate refund of the Deposit[3] and Extension Payment, if                
               Pursuant to section 6(f)(ii) of the Agreement, petitioners             
          were required to deposit into escrow, no later than the business            
          day immediately before the close of escrow, the deed conveying              
          title to Phase II to CDC in fee simple.                                     

          3  Deposit refers to both the Initial Deposit and the                       
          Additional Deposit.                                                         

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Last modified: May 25, 2011