08-22-2001 Council Agenda - Laserfiche WebLink

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Agreement; provided, however, Seller may only exercise its right of reverter if, as a result of Buyer's failure to perform its obligations under a First Mortgage, the First Mortgagee commences a proceeding to foreclose the First Mortgage. The First Mortgagee will be deemed to have commenced proceedings to foreclose a First Mortgage by advertisement upon the first publication of a notice of foreclosure pursuant to Minnesota Statutes, Chapter 580; or c. Developer's failure to complete construction of the Minimum Improvements on or before June 30, 2002. The right of reverter will terminate as of the date the Buyer records the Certificate of Completion in the County Land Records. As set forth in the Development Agreement, Seller will execute a First Mortgage which Seller approves pursuant to Section 9.2 of the Development Agreement to subject Seller's interest pursuant to the right of reverter to the lien of the approved First Mortgage. 8. Possession. Seller will transfer legal and actual possession of the Property to Buyer contemporaneously with Seller's delivery of the Deed described in Section 7 to Buyer. 9. Closing. The Parties shall meet at Seller's offices at 9:30 a.m., on 2002,August 31, 2001, or such earlier date as the Parties may mutually agree upon, in writing (the "Closing Date "), at which time: 1316963v1 a. Seller will: (i) execute and deliver the Deed to Buyer; (ii) execute and deliver to Buyer and Buyer's title insurer, if any, an appropriate Minnesota Uniform Conveyancing Form Affidavit (Form 116 -M, 117 -M or 118 -M) evidencing the absence of bankruptcies, judgments, or tax liens involving parties with the same or similar names as the Seller and evidencing the absence of known mechanic's lien rights affecting the Property, known unrecorded interests affecting the Property, known persons in possession of the Property and known encroachments or boundary line questions affecting the Property. Seller will disclose in the Affidavit the existence of the RAB, L.L.C. Development Agreement as an unrecorded document affecting title to the Property; (iii) execute and deliver to Buyer a non - foreign affidavit in recordable form containing such information as is required under IRC Section 1445(b)(2) and any regulations relating thereto; (iv) execute and deliver to the closing agent, with a copy to Buyer, a completed Minnesota Department of Health Well Disclosure Certificate or include on the deed described in Section 8 the statement "The Seller certifies that the Seller does not know of any wells on the described real property" or the statement "I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not Page 87