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9. Closing. Seller and Buyer must meet at Ramsey Municipal Center, 7550 Sunwood Drive, Ramsey, Minnesota at 9:30 a.m. on the earlier of (i) the date fifteen (15) days after the City, the Met Council and the County Rail Authority, acting pursuant to the joint Cooperative Agreement referenced in Section 3(a), have let the contract for the construction of the Rail Stop and the City has approved Buyer's "Construction Plans" pursuant to Section 5.3 of the Development Agreement or (ii) July 6, 2012 (the "Date of Closing") at which time the Parties will perform the obligations set forth in this Section 9 (the "Closing"). At Closing: a. Seller and the City must provide Title with a recorded copy or a recordable original of the Amended PUMA and a recorded copy or a recordable original of the final plat of COR ONE, Anoka County, Minnesota. If Seller and the City provide Title with recordable originals of the Amended PUMA or the final plat of all COR ONE rather than recorded copies of those documents, Seller and the City must also provide Title with sufficient funds to pay the amounts which Title must pay to Anoka County (including but not limited to real estate taxes and recording fees) to record the recordable originals. Seller must pay all fees and charges payable to the City of Ramsey pursuant to Chapter 117 of the City's Ordinances in connection with the City's approval of the plat of COR ONE. Those fees are specifically identified on Exhibit G of the Development Agreement; b. Seller must: i Deliver to Buyer a certified copy of a Resolution of Seller's board of commissioners authorizing the execution of this Agreement and the performance of Seller's obligations under this Agreement; ii Deliver to Buyer a duly executed and acknowledged Limited Warranty Deed conveying title to the Land from Seller to Buyer, subject to the following "Permitted Encumbrances:" (A) Building, zoning and subdivision statutes, laws, ordinances and regulations; (B) Reservations of minerals or of mineral rights in favor of the State of Minnesota, if any; (C) The lien of real estate taxes and special assessments not yet due and payable; (D) The reservation of a right of reverter in favor of Seller. The right of reverter shall provide that if (1) Buyer does not commence construction of the "Minimum Improvements" on or before the "Commencement Date," as the same may be extended as a result of an "Unavoidable Delay" pursuant to Section 5.4 of the Development Agreement; (2) Buyer does not substantially complete the construction of the "Minimum Improvements" in accordance with the "Final Construction Plans" on or before the "Completion Date," as -3- 2707737v11 09/27/11