2012.05.14 EDA Packet - Laserfiche WebLink

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3.3 Title. Title shall have been found acceptable, or been made acceptable, in accordance with the requirements and terms of Section 6 below. 3.4 Access to Highway 61. Buyer shall have obtained approval from the Minnesota Department of Transportation for an addition access to the Land from Highway 61 at the north end of the Land on or before the Closing Date. 3.5 Developers.The obligations of the Buyer under this Agreement are contingent upon the Seller and Buyer entering into a Development Agreement relating to the Property according to terms agreeable to Buyer and Seller on or before the Closing Date. The "Contingency Date" shall be the date that the contingencies are met but not latter than 12 months from the Effective Date. If Buyer is not satisfied with its inspection of the Property on or before the Contingency Date or if title is not found acceptable to Buyer, or made acceptable, in accordance with the requirements and terms of Section 6 or in the event of casualty or condemnation under the terms of Section 9, then the Earnest Money shall be returned promptly to Buyer, and Buyer will execute and deliver to Seller a termination of this Agreement in a form acceptable to Seller, and Seller and Buyer shall have no further liability or obligations with respect to this Agreement. If Buyer gives Seller notice on or before the Contingency Date that the contingencies described in this Section required to be satisfied by the Contingency Date are either satisfied or waived by Buyer, then the parties will proceed to close the transaction contemplated hereby and, except as specifically set forth herein, the Earnest Money will be non- refundable to Buyer but applicable to the Purchase Price. 4. Seller's Contin eg, ncies. The obligations of the Seller under this Agreement are contingent upon the Seller and Buyer entering into a development agreement relating to the Real Property according to terms acceptable to Buyer and Seller on or before the Closing Date. 5. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on June 1, 2011 (the "Closing Date"), but Buyer may close on any business day after the Effective Date by giving Seller at least five days' notice of such earlier date for the Closing. The Closing shall take place at 10:00 a.m. Central Time at Seller's office and conducted by a title company to be selected by Seller and licensed to do business in the State of Minnesota ("Title Company"). Seller agrees to deliver possession of the Property to Buyer on the Closing Date. Any party hereto may close via an escrow arrangement with the Title Company. 5.1 Seller's Closing Documents. On the Closing Date, Seller shall execute and deliver to Buyer the following (collectively, "Seller's Closing Documents"), all in form and content reasonably satisfactory to Buyer: 5.1.1 Deed. A Limited Warranty Deed conveying to Buyer a vendee's interest in the Property in the form attached hereto as Exhibit C. 5.1.2 FIRPTA Affidavit. A non -foreign affidavit, properly executed, containing such information as is required by Internal Revenue Code Section 1445(b)(2) and its regulations. -2-