Agenda - Council - 10/09/2001 - Laserfiche WebLink

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I I I I I I I I I I I I I I I I i I information in confidence, subject to the State of Minnesota's data privacy laws as applied to Purchaser, a Minnesota Municipal Corporation and Purchaser shall indemnify, protect, defend and hold Seller harmless from and against any and all loss, cost, claim, liability or expense arising out of any inspection or contact made pursuant to this agreement or otherwise. In the event the transaction does not close for any reason, Purchaser shall restore the areas of the Property unreasonably disturbed by its Review, to substantially the same condition as existed prior to the Purchaser's entry on the Property. Purchaser shall deliver to Seller, at no cost to Seller, copies of all surveys, reports, audits or similar information obtained during the Review Period. 6. TITLE At the Closing, Seller shall convey good and indefeasible fee simple title to the Land and Improvements to Purchaser or Purchaser's nominee by Special Warranty Deed subject to the Permitted Exceptions, zoning and building laws and ordinances, and acts done or suffered by Purchaser or acts done or suffered by Purchaser or claims made by, through or under Purchaser. 7. CONTINGENCY This Agreement is subject to the following contingencies and if these contingencies cannot be satisfied or waived in writing by Purchaser by November 1, 2001, the Agreement shall become null and void and the Earnest Money Deposit shall be refunded to Purchaser: (a) Purchaser's issuance of its General Obligation Tax Increment Bonds in at least the amount of the Purchase Price, and Purchaser's actual receipt of immediately available funds from the closing of said Bond issue. (b) Approval of the Ramsey City Council on or before October 11, 2001. 8. CLosr G. The purchase and sale of the Property ("Closing") shall be held at the Title Company offices on October 31, 2001 ("Closing Date") at 11:00 a.m., unless otherwise agreed upon by Seller and Purchaser. At the Closing, Seller shall execute and deliver the Purchaser the following: (a) recordable Special Warranty Deed free of all encumbrances or defects except those noted in Article 6 above conveying title to Purchaser. (b) all documentation required by Section 1445 of the Internal Revenue Code. (c) all such further documents as may be reasonably necessary in order to complete all conveyances, transfers, sales and assignments herein provided. -133-