01-13-25 - Council Meeting Agenda

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a. Quality of Title. Seller shall convey marketable fee title to the Property to Buyer, subject to no liens, easements, encumbrances, conditions, reservations, or restrictions other than the Permitted Encumbrances. b. Title Evidence. As quickly as possible after this Agreement is fully executed by the Parties, Buyer will obtain a commitment ("Title Commitment") for an owner's policy of insurance in the amount of the Purchase Price insuring title to the Property subject only to the Permitted Encumbrances. c. Buyer's Objections. At any time prior to the Closing Date, Buyer shall make written objections ("Objections") to the form and/or contents of the Title Commitment. Buyer's failure to make Objections prior to the Closing Date will constitute waiver Objections. Any matter shown on such Title Commitment and not objected to by Buyer shall be deemed an additional "Permitted Encumbrance" hereunder, but in no circumstance will a mortgage referenced in Section 10 below be deemed a Permitted Encumbrance pursuant to this Section. Seller shall use their best efforts to correct any Objections. If the Objections are not cured prior to the Closing Date, Buyer will, in addition to any other remedy available at law or under this Agreement, have the option to do either of the following: (1) Terminate this Agreement; or (1) Waive the Objections and proceed to close. 6. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: a. Authority. Seller has the requisite power and authority to enter into and perform this Agreement. b. Title to Property. Seller owns the Property free and clear of all encumbrances except the Permitted Encumbrances. c. Rights of Others to Purchase Property. Seller has not entered into any other contracts for the sale of the Property. d. FIRPTA. Seller is not a "foreign person," "foreign partnership," "foreign trust" or "foreign state" as those terms are defined in § 1445 of the Internal Revenue Code. e. Proceedings. To the best knowledge of Seller, there is no action, litigation, investigation, condemnation or proceeding of any kind pending or threatened against the Property.