10-13-2004 Council Agenda - Laserfiche WebLink

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attorney, Lawson, Marshall, McDonald & Galowitz, P.A., 3880 Laverne Avenue North, Lake Elmo, MN 55042, or at such other location on which the parties can mutually agree. 5. Title and Remedies. In lieu of all other evidence of title, the Seller within sixty (60) business days prior to the closing, shall furnish to the Buyer a commitment for an owner's policy of title insurance, issued by a title insurance company duly qualified to transact business in the State of Minnesota, committing to insure the Buyer, on closing of this Agreement, as the owner of the property in an amount equal to the purchaser's price and committing to insure the Buyer that the property is free of all encumbrances, except the allowable encumbrances (as defined below in Section 8 and also subject to the exceptions of the standard ALTA form owner's policy, but without further exceptions materially adversely affecting the marketability of title. The Seller's only obligation shall be to obtain the title commitment, and the Buyer shall be responsible for the cost of the owner's title policy. If any title objections are shown on the commitment other than the allowable encumbrances, the Seller shall be allowed one hundred twenty (120) days from the date of the commitment to remove those objections. The closing shall be postponed pending removal or waiver of such objections. On removal or waiver of the objections and on written notice to the Buyer, the closing shall occur, and this Agreement shall be performed by the Buyer and the Seller. If such objections are not removed within these one hundred twenty (120) days, the Buyer at the Buyer's election, made by, notice given to the Seller within five (5) days after the one hundred twenty (120) day period, may waive the objections and take title as is or may declare this Agreement void, and if so voided, all earnest money and other monies paid by the Buyer shall be refunded without interest, and neither party shall be liable for damages hereunder or shall otherwise be obligated to the other. If no notice of election is given by the Buyer within the five (5) days, the Buyer shall be deemed to have declared this Agreement void. If there are title objections other than the allowable encumbrances and the standard exceptions contained in title insurance policies or if any other objections are removed within the one hundred twenty (120) days or if the Buyer elects to waive the objections, and the Buyer shall default in any of the Buyer's agreements herein, then the Seller may specifically enforce or may terminate this Agreement, and if terminated, all payments made by the Buyer shall be retained by the Seller as liquidated and agreed damages, time being of the essence. It is understood by the Buyer that by virtue of this Agreement, the Seller has taken the property off the market and has incurred certain expenses incidental to the arranging of this sale, and that therefore actual damages suffered by the Seller on the Buyer's default will be difficult to prove. Accordingly, liquidated damages is both fair and reasonable under the circumstances. This provision shall not be interpreted as depriving or affecting in any way whatsoever either party's right to specific performance of this Agreement, provided the party has not previously chosen to terminate the Agreement. 6. Real Estate Taxes and Assessments. The Buyer shall pay the real estate taxes relative to the property due and payable in the year following the year of the closing and in subsequent years, and any installments of special assessments payable therewith and thereafter. The real estate taxes and any installments of special assessments due and payable in the year of the closing shall be prorated between the Seller and Buyer from January 1 of that year to the closing. For purposes of proration, it shall be assumed that the Buyer will be in possession of the property on and as of the entire day of the closing. Real estate taxes due and payable in years prior to the 5