Common use of Memorandum of Option Clause in Contracts

Memorandum of Option. Contemporaneously with the mutual execution of this Agreement, (i) the parties shall execute, acknowledge and deposit with Escrow Holder a Memorandum of Option in the form of Exhibit H hereto (the “Memorandum of Option”) and (ii) Optionee shall execute, acknowledge and deliver to Escrow Holder a quitclaim deed in the form of Exhibit I hereto (the “Quitclaim Deed”). Escrow Holder shall not, however, record the Memorandum of Option, unless and until both (1) Optionee has delivered to Escrow Holder and Escrow Holder then holds the fully executed and acknowledged Memorandum of Option and Quitclaim Deed, duly executed and acknowledged by the parties thereto; and (2) Optionee has delivered to Escrow Holder both the First Installment on or before 5:00 p.m. on the date on which Optionee is required to deposit the First Installment under Section 2 above and the Second Installment on or before 5:00 p.m. on the Approval Date, in which case, Escrow Holder shall cause the executed and acknowledged Memorandum of Option to be recorded concurrently with releasing the First Installment and the Second Installment to Optionor pursuant to Section 2. The parties hereby agree that Optionor may unilaterally instruct Escrow Holder to record the Quitclaim Deed against the Property upon failure of Optionee to make any payment of Option Consideration in a timely manner, upon failure of Optionee to exercise the Option in accordance with Article 1 hereof on or before the Option Expiration Date, or upon the expiration or earlier termination of this Agreement for any other reason in accordance with its terms, and Escrow Holder is hereby irrevocably authorized and instructed by the parties to ignore any contrary escrow instructions that Escrow Holder may receive from Optionee as to the recordation of the Quitclaim Deed. It shall be a condition precedent to recordation of the Quitclaim Deed that this Agreement shall have either terminated pursuant to its terms or Optionee shall have breached the terms of this Agreement.

Memorandum of Option. Contemporaneously Concurrently with the mutual execution of this AgreementAmendment, (i) Option Grantor, Option Holder and the parties Companies shall execute, acknowledge and deposit with Escrow Holder execute a recordable First Amendment to Memorandum of Option in the form of attached hereto as Exhibit H hereto “H” (the “Memorandum Amendment”). Option Holder is hereby authorized to record such Memorandum Amendment in the public records of Option”) the County and (ii) Optionee State where the Assets are located. At the time of any bona fide termination of Option Holder’s rights under this Agreement as to the Original Improvements or the Lot 5 Improvements or both, Option Holder shall executeexecute and record a document evidencing such termination. Contemporaneously with the execution of this Agreement, acknowledge Option Holder shall execute and deliver to Escrow Holder Title Company, a quitclaim deed in the form Notice of Exhibit I hereto (the “Quitclaim Deed”). Escrow Holder shall not, however, record the Memorandum of Option, unless and until both (1) Optionee has delivered to Escrow Holder and Escrow Holder then holds the fully executed and acknowledged Memorandum Termination of Option and Quitclaim DeedQuit-Claim Deed in the forms attached hereto as Exhibit “J-1” and “J-2” (each a “Termination”) which Exhibit “J-1” and “J-2” hereby replace in its entirety Exhibit G of the Agreement, duly executed releasing any and acknowledged by all interests of Option Holder with respect to the parties thereto; and Original Improvements (2Exhibit “J-1”) Optionee has delivered to Escrow Holder or both the First Installment on or before 5:00 p.m. on the date on which Optionee is required to deposit the First Installment under Section 2 above Original Improvements and the Second Installment on Lot 5 Improvements (Exhibit “J-2”) under the Memorandum, as amended. If the Option expires or before 5:00 p.m. on lapses or is terminated as to either the Approval DateOriginal Improvements, the Lot 5 Improvements or both, Option Grantor may instruct Title Company in which case, Escrow Holder shall cause writing (with a copy to Option Holder) that the executed and acknowledged Memorandum of Option applicable Termination is to be recorded concurrently with releasing and unless Option Holder notifies Title Company within ten (10) days following receipt of such instruction that it disputes that the First Installment Option has expired, lapsed or terminated, then Title Company shall (a) insert the recording information for the Memorandum, as amended, in the applicable Termination, and the Second Installment to Optionor pursuant to Section 2. The parties hereby agree that Optionor may unilaterally instruct Escrow Holder to then (b) record the Quitclaim Deed against applicable Termination in the Property upon failure official records of Optionee Maricopa County, Arizona, and Option Holder expressly and irrevocably releases Title Company from liability for doing so to make the extent done in good faith. In addition, at the time of the termination of any payment or all of Option Consideration in a timely mannerHolder’s rights under this Agreement, upon failure of Optionee to exercise the at Option in accordance with Article 1 hereof on or before the Grantor’s reasonable request, Option Expiration Date, or upon the expiration or earlier termination of this Agreement for Holder shall also execute and record any other reason in accordance with its terms, and Escrow Holder is hereby irrevocably authorized and instructed by the parties to ignore any contrary escrow instructions that Escrow Holder may receive from Optionee as to the recordation of the Quitclaim Deed. It shall be a condition precedent to recordation of the Quitclaim Deed that this Agreement shall have either terminated pursuant to its terms or Optionee shall have breached the terms of this Agreementdocuments evidencing such termination.

Memorandum of Option. Contemporaneously Concurrently with the mutual execution of this Agreement, (i) Option Grantor, Option Holder and the parties Companies shall execute, acknowledge and deposit with Escrow Holder execute a recordable Memorandum of Option in the form of attached hereto as Exhibit H hereto “F” (the “Memorandum”). Option Holder is hereby authorized to record such Memorandum in the public records of Option”) the County and (ii) Optionee State where the Assets are located. At the time of any bona fide termination of Option Holder’s rights under this Agreement, Option Holder shall executeexecute and record a document evidencing such termination. Contemporaneously with the execution of this Agreement, acknowledge Option Holder shall execute and deliver to Escrow Holder Title Company, a quitclaim deed Notice of Termination of Option and Quit-Claim Deed in the form of attached hereto as Exhibit I hereto “G” (the “Quitclaim DeedTermination”). Escrow Holder shall not, however, record the Memorandum of Option, unless releasing any and until both (1) Optionee has delivered to Escrow Holder and Escrow Holder then holds the fully executed and acknowledged Memorandum all interests of Option and Quitclaim DeedHolder under the Memorandum. If the Option expires or lapses or is terminated, duly executed and acknowledged by Option Grantor may instruct Title Company in writing (with a copy to Option Holder) that the parties thereto; and (2) Optionee has delivered to Escrow Holder both the First Installment on or before 5:00 p.m. on the date on which Optionee Termination is required to deposit the First Installment under Section 2 above and the Second Installment on or before 5:00 p.m. on the Approval Date, in which case, Escrow Holder shall cause the executed and acknowledged Memorandum of Option to be recorded concurrently with releasing and unless Option Holder notifies Title Company within ten (10) days following receipt of such instruction that it disputes that the First Installment Option has expired, lapses or terminate, then Title Company shall (a) insert the recording information for the Memorandum in the Termination, and the Second Installment to Optionor pursuant to Section 2. The parties hereby agree that Optionor may unilaterally instruct Escrow Holder to then (b) record the Quitclaim Deed against Termination in the Property upon failure official records of Optionee Maricopa County, Arizona, and Option Holder expressly and irrevocably releases Title Company from liability for doing so to make any payment the extent done in good faith. In addition, at the time of the termination of Option Consideration in a timely mannerHolder’s rights under this Agreement, upon failure of Optionee to exercise the at Option in accordance with Article 1 hereof on or before the Grantor’s reasonable request, Option Expiration Date, or upon the expiration or earlier termination of this Agreement for Holder shall also execute and record any other reason in accordance with its terms, and Escrow Holder is hereby irrevocably authorized and instructed by the parties to ignore any contrary escrow instructions that Escrow Holder may receive from Optionee as to the recordation of the Quitclaim Deed. It shall be a condition precedent to recordation of the Quitclaim Deed that this Agreement shall have either terminated pursuant to its terms or Optionee shall have breached the terms of this Agreementdocuments evidencing such termination.

Memorandum of Option. Contemporaneously with the mutual execution of this Agreement, (i) the parties shall execute, acknowledge and deposit with Escrow Holder a Memorandum of Option in the form of Exhibit H I hereto (the “Memorandum of Option”) and (ii) Optionee shall execute, acknowledge and deliver to Escrow Holder a quitclaim deed in the form of Exhibit I J hereto (the “Quitclaim Deed”). Escrow Holder shall not, however, record the Memorandum of Option, unless and until both (1) Optionee has delivered to Escrow Holder and Escrow Holder then holds the fully executed and acknowledged Memorandum of Option and Quitclaim Deed, duly executed and acknowledged by the parties thereto; and (2) Optionee has delivered to Escrow Holder both the First Installment Deposit on or before 5:00 p.m. on the date on which Optionee is required to deposit the First Installment Deposit under Section 2 above and the Second Installment on or before 5:00 p.m. on a copy of the Approval DateNotice, in which case, Escrow Holder shall cause the executed and acknowledged Memorandum of Option to be recorded concurrently with releasing receipt of such copy of the First Installment and the Second Installment to Optionor pursuant to Section 2Approval Notice. The parties hereby agree that Optionor may unilaterally instruct Escrow Holder (with a copy of such instructions to be sent simultaneously to Optionee) to record the Quitclaim Deed against the Property upon failure of Optionee to make authorize any payment of Option Consideration disbursement to Optionor to which Optionor is entitled under Article 2 hereof in a timely manner, upon failure of Optionee to exercise the Option in accordance with Article 1 hereof on or before the Option Expiration Date, or upon the expiration or earlier termination of this Agreement for any other reason in accordance with its terms, and Escrow Holder is hereby irrevocably authorized and instructed by the parties to ignore any contrary escrow instructions that Escrow Holder may receive from Optionee as to the recordation of the Quitclaim Deed. It shall be a condition precedent to recordation of the Quitclaim Deed that this Agreement shall have either terminated pursuant to its terms or Optionee shall have breached the terms of this Agreement.