11/20/12 Special - Laserfiche WebLink

Home

(c) Evidence acceptable to Title as to the authority and capacity of the person or persons acting for Buyer to the transactions contemplated by this Agreement and the execution and delivery of closing documents to be delivered by Buyer at Closing; (d) A Certificate of Real Estate Value; (e) A settlement statement consistent with this Agreement executed by Buyer; and (0 Such other documents as may be reasonably and customarily required in connection with the transaction contemplated by this Agreement, each duly executed and acknowledged (where applicable) by Buyer. 7.4 Closing Escrow. The parties acknowledge and agree that Closing may occur by delivery in escrow of the items set forth in Sections 7.2 and 7.3 above, with appropriate instructions for recording and disbursement consistent with this Agreement and that neither party need be physically present at Closing. 7.5 Conditions Subsequent. (a) The Deed shall contain a reservation of a right of re-entry for breach of conditions subsequent in favor of Seller pursuant to which Seller may commence an action in Anoka County District Court seeking a order re -vesting title to the Property in Seller if (i) Buyer does not commence construction of the improvements on the Property (the "Buyer Improvements") within 365 days after the date of the Deed; or (ii) Buyer does not substantially complete the construction of Buyer Improvements within 546 days after the date of the Deed. For purposes of this right of re-entry, Buyer will be deemed to have commenced construction when Buyer has (a) obtained building permits for the construction of Buyer Improvements; and (b) caused material or labor to be furnished to the Property in a manner and to an extent sufficient that a mechanic's lien for such work would attach and take effect pursuant to Minn. Stat. §514.05, and Buyer will be deemed to have substantially completed construction of Buyer Improvements when Buyer Improvements are sufficiently complete to make them eligible for receipt of a certificate of occupancy under the City's ordinances. To facilitate Buyer's acquisition of financing for the project, Seller will subject Seller's interest under the right of re- entry to the lien of a mortgage granted by Buyer provided Buyer and the Mortgagee agree that the proceeds of the loan that the mortgage secures must be used to pay hard or soft costs Buyer incurs in connection with the acquisition of the Property and the construction of Buyer Improvements and provided further that Buyer and mortgagee acknowledge, in writing, that if Buyer defaults in the performance of Buyer's obligations under the mortgage and the mortgagee forecloses before Buyer has satisfied the conditions of the right of re-entry, Seller may redeem the Property from foreclosure, as an owner, within the time allowed by law. The provisions of this Section 7.5 shall survive the Closing and the delivery of the Deed. (b) It is understood and agreed that Buyer intends to engage a regional operator of first-class "C-stores and gas facilities." Not later than thirty (30) days prior to the Contingency Date, Buyer shall identify such operator by written notice to Seller. Seller shall have the right to approve said operator, which approval shall not be unreasonably withheld, and shall be given or denied within fifteen days after the identification of such operator to Seller in writing. Seller shall not be deemed to be acting unreasonably if it disapproves the proposed operator because the proposed operator has previously operated businesses in the City of Ramsey and has not complied with all City requirements for the operation of that facility. 84959-004\ 1571749.doc 7