03-09-2010 Council Work Session Packet

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5.1. Sellcr's Closiug Documents. On the Closing Date,Seller shall execute and deliver to 7. Title Examinatiou. Tille examination will be conducted as follows: Buyer Uie following (collectively, "Seller's Closing Documei�ts"), till in Ibrm and con[ent reasonably satisfactory to Buyer: 7.1. Seller's Title Evidence. Seller shal(, within twenty(20)days after the date oC this Agreeme��t, furnish the following (collectively, "Title Evidence") to Auyec (a) a S.LI. Deed. A Warzanty Deed conveying the Property to 13uyer, free and clear of commitmei�t (""Citle CommitmenY') for an ALTA Form F3 2006 Owner's Policy of all enewnbrances,except the Permitted Gncumbrances hereafter defined. �Cide Insurance insuring title to the Property, deleting standard exceptions and including affirmative insurance regarding zoning,contiguity,appurlenant easements 5.1.2. IIRPTA Affidavit. A noi�-foreign aflidavit, properly executed, containiug and such other matters as may be identified by Buyer,in the amount of the Purchase such information as is required by IRC Section 1445(b)(2) and its Price,issued by'Title;(b)if the Property is abstract property,Seller shall also deliver regulations. to Title or 13uyer an Abstract of Title to the Property certified to a current date to include all appropriate judgment and ba�kruptcy searches; and (c) UCC searches 5.1.3. IRS Forms. A Desiguation Agreement designating the"reparting person"for against Seller by name and the Property. purposes of completing Internal Revem�e Form 1099 and. if applicable, Intemal Revenue Ponn 8594. 7.2. I3uver's Objections. Within thirty (30) days after receiviug die last of the "I�itla Evidence, IIuyer will make written objections ("Objections") to the form and/or 5.1.4. Well Certificate. An updated Well Certificate in the form required by Minn. coi�tents of the Title Evidence. Any encumbra��ces shown on the'CiUe Commitment Stat§ ]03I. to which Buyer has not objected prior to tlle expiration oF such 30-day period shall be deeu�ed"Permitted Encuinbrances." Seller will l�ave thiity(30)days after receipt 5.1.5. Stora¢e Ta�ilcs. If the Properly contaius or contained a storage tauk, an of the Objections to cure the Objections,but shall be under no obligation to do so, affidavit with respect thereto,as required by Mimt.StaL§ 1 16.48. during whiclt period the Closing will be postponed, iC necessary. To the extent an Objection can be satisfied by the payment of money, I�uyer shall have the right to 5.1.6. Other pocuments. All od�er documents reaso�ably detennined by Title to be apply a portion of[he cash payable to Seller at the Closing to satisfaction of such necessary to transfer the Property to Buyer free aud clear of all encumbrances Objection,if such Objeclion relates to a consensual lien,and the amount so applied except for I ermitted Eucumbrauces. sliall �educe the amount oC cash payable to Seller at the Closing. If tlie Objections � 5.2. Buver's Closine Docwneuts. On the Closing Date,Buyer will execute aud deliver to are not cured withu�such thirty(30)day period,Buyer will have the option to do any Seller the followin collectivel of ihe fo]lowing: g( y,"Buyer's Closing Documents"): 5.2.I. Purchase Price. Funds representing the balance oP the Purchase Price due 7.2•1• Tenninate tliis Agreement within 10 days of receiving Seller's notice that any hereunder,by wire transfer aud execution or delivery of any required Seller's or all of the Objections will not be cured and receive a refund of the Garnest fivancing documents. Money and the mterest accrued and unpaid on the Earnest Money,if aiiy. 7.2.2. Waive the Objection(s)and proceed to Closi�g. Failure to timely deliver the 5.2.2. IRS Fomi. A Desig��ation Agreement designating lhe"reporting person"for notice as described in Section 7.2.1 shall waive Buyer's Objeclions and purposes of completing Internal Revenue Porm 1099 and, if applicable, obligate the[3uyer lo proceed to Closing. Intemal Revenue Fonn 8594. 8. Operation Prior to Closing. During the period from the date of Seller's acceptance of this 6. Prorations. Seller and Buyer agree to the following prorations and allocation of costs A reement to lhe Closin Date, Seller shall o erate and maintain the Pro ert in the regardingthis Agreement ordivary course of business in accordance wiQp prudent, reasonable busine.s�s st ndards, 6.L Title Insurauce and Closing Fee. Seller will pay all costs of the Title Evidence and including t6e maintenauce of adequate liability insurance. Seller shall execute no contracts, the fees charged by'Citle. Buyer will pay all premiums required for the issuance of leases or otlier agreements regarding the Property during such period that are not terminable any Tide Policy. Seller and Buyer will each pay one-half of any closing fee or o�� or before tlie Closing Date, without the prior written consent of f3uyer, which consent charge imposed by Titla. may be withl�eld by Buyer at its sole discretion. 6.2. Attorne 's Fees. liach oC lhe parties will pay its own attomey's fees,except that a 9. Representations and Warranties of Seller. Seller represents a�id warrants to Buyer as non-prevaiJing party will}�ay the reasonable attartteys'fees and court costs incurred follows: by the prevailing party to enlorce its rights hereunder.