Resolution 8759 - Laserfiche WebLink

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3. Duty to Purchase. If Buyer elects to exercise its Option, and the Seller is successful in obtaining title to the Real Property pursuant to state law, the Buyer shall be obligated to purchase the Real Property from the Seller under the terms stated herein. This provision shall be subject to specific performance. 4. Manner of Exercise of Option; Notices. If Buyer elects to exercise the Option, it shall do so by giving written notice thereof to Seller (such notice, an "Option Notice") on or before the Option Deadline. An Option Notice shall be in writing and shall be deemed given on the date (i) delivered personally, (ii) deposited with the United States Postal Service, postage prepaid, registered or certified, return receipt requested, (iii) deposited with a national courier guaranteeing overnight delivery, or (iv) sent via facsimile or email with electronic delivery confirmed. Notwithstanding anything in this Agreement to the contrary, upon Buyer giving a written Option Notice to Seller, and upon Seller's successful acquisition of the Real Property, the Buyer shall be obligated to acquire the Real Property from the Seller and shall pay all costs for such transaction, including, but not limited to the Purchase Price as defined below, and to enter into a Purchase and Development Agreement with the Seller regarding the sale and development of the Real Property consistent with Minnesota law, including but not limited to Minnesota Statutes, Section 469.105. 5. Seller's Actions. Promptly upon receipt of an Option Notice from Buyer, Seller shall undertake all actions required under the Statute and the Site Control Document in order for the Seller to obtain fee title to the Real Property, and thereafter to immediately convey fee title to the Buyer pursuant to the terms of this Agreement. 6. Purchase Price. The purchase price paid by the Buyer to the Seller for the Real Property shall be an amount equal to the sum of the price paid by the Seller for the Real Property pursuant to the Statute and determination by the Ramsey County Board, (such price being estimated to be approximately $110,921), plus any and all costs, taxes and fees, consultant fees, including, but not limited to legal, engineering and financial advisor fees, incurred by the Seller in acquiring and undertaking all actions required under the Statute, the Site Control Document, or otherwise, in order for the Seller to obtain fee title to the Real Property, less the amount of the Option Deposit (such sum, the "Purchase Price"). The Purchase Price shall be payable by certified check or wire transfer on the Closing Date (as hereafter defined). 7. Closin . If the Buyer shall become obligated to purchase the Real Property from the Seller pursuant to this Agreement, the parties shall set a mutually agreeable closing date, which shall be on the same date as the date of the Seller's acquisition of fee title pursuant to the Statute (the "Closing Date"). Upon the Closing Date, Seller shall deliver to Buyer a Quit Claim Deed, duly executed and in recordable form, together with any such other documents as may be reasonably required by Buyer's title insurance company to effectuate the conveyance of marketable title of the Real Property to Buyer. Upon the Closing Date, Buyer shall deliver to Seller the Purchase Price, together with any documents as may be reasonably required by Buyer's title insurance company to consummate the transaction. The Buyer and Seller shall endeavor to arrange the Seller's acquisition of the Real Property and the conveyance of the Real Property to Buyer to occur by a simultaneous escrow closing. Buyer shall be responsible for any and all costs of the closing for the Real Property. 2 498959v7 NW205-47