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8 <br />agree to execute and deliver such documents as may be reasonably required by title, and <br />Seller agrees to pay the charges of Title to create and administer the escrow. <br /> <br />10.2.3 Waiver. Waive the Objections and proceed to close. <br /> <br />10.3 Title Policy. Seller will furnish the Policy to Buyer at closing or a suitably <br />marked up Title Commitment initialed by Title undertaking to issue the Policy in the form <br />required by the Title Commitment as approved by Buyer. The cost of all title premiums <br />shall be paid by Buyer. <br /> <br />11. Operation Prior to Closing. During the period from the date of Seller's acceptance <br />of this Agreement to the Closing Date (the "Executory Period"), Seller shall operate and <br />maintain the Property in the ordinary course of business in accordance with prudent, <br />reasonable business standards, including the maintenance of adequate liability insurance <br />and insurance against loss by fire, windstorm and other hazards, casualties and <br />contingencies, including vandalism and malicious mischief; with the exception that no <br />insurance is being maintained on any structures for 53 South Owasso given they will be <br />demolished by Buyer. However, Seller shall execute no contracts, leases or other <br />agreements regarding the Property during the Executory Period that are not terminable on or <br />before the Closing Date, without the written consent of buyer, which consent may be withheld <br />by Buyer in its reasonable discretion. <br /> <br />12. Representations and Warranties by Seller. Seller represents and warrants to <br />Buyer as follows: <br /> <br />12.1 Authority. Seller (a) is a duly organized company in good <br />standing under the laws of the State of Minnesota; (b) is duly qualified to <br />transact business in the State of Minnesota; and (c) has the requisite power <br />and authority to enter into and perform this Agreement and Seller's Closing <br />Documents signed by it. Such documents have been (or will have been) duly <br />authorized by all necessary partnership action on the part of the Seller and <br />have been (or will have been) duly executed and delivered. Such execution, <br />delivery and performance by Seller of such documents does not (and will not) <br />conflict with or result in a violation of Seller's Articles of Organization or any <br />judgment, order, or decree of any court or arbiter to which Seller is a party. <br />Such documents are (and will be) valid and binding obligation of Seller, and <br />are enforceable in accordance with their terms. It is understood by Buyer that <br />Seller is a municipal corporation and that Buyer agrees to allow Seller <br />whatever time is reasonable to comply with any procedural requirements <br />associated with the sale of real property imposed due to the Seller’s <br />municipal status, provided if it goes past June 30, 2018 buyer will not be <br />charged the $25,000 per year as indicated in Section 6. <br /> <br />12.2 Title to Real Property. Seller owns the Real Property, free and clear of all <br />encumbrances except the Permitted encumbrances identified on Exhibit F attached hereto <br />(the "Permitted Encumbrances"). <br /> <br />12.3 Title to Personal Property. Seller owns the Personal Property, free and <br />clear of all encumbrances, except security interests which will be discharged on or before the <br />Closing Date. <br /> <br />12.4 Contracts. Seller has made available to Buyer a correct and complete copy <br />of each Contract and its amendments. To the best knowledge of Seller, the Contracts are in <br />full force and neither Seller, nor any other party to the Contracts, is in default under the