04-11-2018 Council Packet - Laserfiche WebLink

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7 10.2 Buyer's Objections. Prior to the Contingency Date, but in no event more than twenty (20) days after receiving the last of the title Evidence, Buyer shall make written objections ("Objections") to the form and/or contents of the title Evidence. Buyer's failure to make Objections within such time period will constitute a waiver of Objections. Any matter shown on the Title Evidence and not objected to by Buyer shall be a "Permitted Encumbrance" pursuant to this Agreement. Seller will have 90 days after receipt of the Objections to cure the Objections, during which period the Closing will be postponed as necessary and buyer shall not be obligated to pay the $25,000 as indicated in Section 6. Seller shall use its best efforts to correct any Objections. To the extent an Objection can be satisfied by the payment of money, Buyer shall have the right to apply a portion of the cash payable to Seller at the Closing to satisfaction of such Objections and the amount so applied shall reduce the amount of cash payable to Seller at the Closing. If the objections are not cured within such 60 day period, Buyer will have the option to do any of the Following: 10.2.1 Termination. Terminate this Agreement and receive a refund of the Earnest Money and the interest accrued and unpaid on the Earnest Money, if any. 10.2.2 Escrow for Cure. Withhold from the Purchase Price an amount which, in the reasonable judgment of Title, is sufficient to assure cure of the Objections. Any amount so withheld will be placed in escrow with Title, pending such cure. If Seller does not cure such Objections within 90 days after such escrow is established, Buyer may then cure such Objections and charge the costs of such cure (including reasonable attorney's fees) against the escrowed amount. If such escrow is established, the parties agree to execute and deliver such documents as may be reasonably required by title, and Seller agrees to pay the charges of Title to create and administer the escrow. 10.2.3 Waiver. Waive the Objections and proceed to close. 10.3 Title Policy. Seller will furnish the Policy to Buyer at closing or a suitably marked up Title Commitment initialed by Title undertaking to issue the Policy in the form required by the Title Commitment as approved by Buyer. The cost of all title premiums shall be paid by Buyer. 11. Operation Prior to Closing. During the period from the date of Seller's acceptance of this Agreement to the Closing Date (the "Executory Period"), Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief; with the exception that no insurance is being maintained on any structures for 53 South Owasso given they will be demolished by Buyer. However, Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date, without the written consent of buyer, which consent may be withheld by Buyer in its reasonable discretion. 12. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: 12.1 Authority. Seller (a) is a duly organized company in good standing under the laws of the State of Minnesota; (b) is duly qualified to transact business in the State of Minnesota; and (c) has the requisite power and authority to enter into and perform this Agreement and Seller's Closing Documents signed by it. Such documents have been (or will have been) duly authorized by all necessary partnership action on the part of the Seller and