07-09-2014 Council Agenda - Laserfiche WebLink

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Such notice of termination may be given at any time on or before the applicable dates stated above. Upon such termination, the Earnest Money shall be refunded to Buyer and upon such return, this Agreement shall become null and void and neither party will have any further rights or obligations regarding this Agreement or the Property. Should Buyer fail to give notice of termination on or before the applicable date stated above with respect to any of the foregoing contingencies, the contingency in question shall be conclusively deemed to have been waived by Buyer. Buyer shall have the right to unilaterally waive any contingency by written notice to Seller. Seller shall allow Buyer, and Buyer's agents, access to the Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing. Buyer shall pay all costs and expenses of such investigation and testing, except as herein otherwise expressly stated, and shall hold Seller and the Property harmless from all costs and liabilities relating to Buyer's activities. Buyer shall further repair and restore any damage to the Real Property caused by or occurring during Buyer's testing and return the Real Property to substantially the same condition as existed prior to such entry. 4. Closing. Unless otherwise agreed to by the Parties, the closing of the purchase and sale contemplated by this Agreement (the "Closing") shall be held on the first business day which is fifteen (15) days after the date on which the contingencies described in Paragraphs b — j, inclusive, of Section 3 of this Agreement have been waived or satisfied (the "Closing Date"). The Closing shall take place at 10:00 a.m. local time at the office of the Title Company or at such other place and time as may be mutually agreed to. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. a. Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"): i) Warranty Deed. A Warranty Deed ("Warranty Deed") conveying the Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances hereafter defined. 1) Seller's Affidavit. An Affidavit of Title by Seller (Uniform Conveyancing Blanks Form) indicating that on the Closing Date there are no outstanding, unsatisfied ,judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property by Seller for which payment has not been made or for which mechanics' liens could be filed; and that there are no other unrecorded interests in the Property, together with whatever standard owner's affidavit and/or indemnity (ALTA Form) which may be required by the Title Company to issue an Owner's Policy of Title Insurance with the standard exceptions waived. ill) FIRPTA Certificate. A non -foreign certificate, properly executed and in recordable form, containing such information as is required by IRC Section 1445(b) (2) and its regulations. Davis Ileal rstale/City of Little Canada 5 4