Resolution 17-EDA-300 - Laserfiche WebLink

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Seller regarding the sale and development of the Real Property consistent with Minnesota law, including but not limited to Minnesota Statutes, Section 469.105. 3. 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. 4. 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(a)the price paid by the Seller for the Real Property pursuant to the Statute, 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 (such price being approximately $ , exclusive of 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). 5. Closing. If the Buyer exercises the Option prior to the Option Deadline, 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. 6. Option Not Obligation. For the avoidance of doubt, the Option granted to Buyer hereunder represents purely an option and not an obligation to purchase the Real Property from Seller pursuant to the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, upon Buyer giving a written Option Notice to Seller, 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. In the event that the Buyer does not exercise the Option by the Option Deadline, then the Seller shall retain the Option Deposit as full and complete consideration for the Option granted by this Agreement. B-2 499209v6 MU205-47