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THIRD AMENDMENT TO PURCHASE AGREEMENT <br />THIS THIRD AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is <br />dated August , 2011 ("Effective Date"), by and between The Housing and <br />Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body politic and <br />corporate under the laws of the State of Minnesota (the "Seller") and TOTI Holdings, LLC, a <br />Minnesota limited liability company (the "Buyer"). <br />Recitals <br />A. Seller and Buyer are parties to that certain Purchase Agreement dated <br />September 15, 2010 (the "Purchase Agreement") pursuant to which Seller has agreed to sell and <br />Buyer has agreed to purchase certain real property located in Outlot M, RAMSEY TOWN <br />CENTER ADDITION, and Outlot A, RAMSEY TOWN CENTER FIFTH ADDITION, Anoka <br />County, Minnesota, which legal description shall change to Lot 5, Block 1, COR ONE, Anoka <br />County, Minnesota upon the recordation of the Final Plat, as that term is defined in the First <br />Amendment (the "Property"). The Purchase Agreement was amended by that certain <br />Amendment to Purchase Agreement by and between Seller and Buyer dated January 18, 2011 <br />("First Amendment"). The Purchase Agreement was amended by that certain Reinstatement of <br />and Second Amendment to Purchase Agreement by and between Seller and Buyer dated April <br />21, 2011 ("Second Amendment"). <br />B. Under the terms of the Purchase Agreement, the Date of Closing was to have been <br />August 15, 2011. Buyer is not ready to close on August 15, 2011. <br />C. Buyer has now proposed that the Date of Closing be extended and certain other <br />terms of the Purchase Agreement be amended. Seller has agreed to extend the Date of Closing in <br />exchange for a non-refundable extension fee to be paid in connection with the execution of this <br />Third Amendment and has agreed to such other amendments. <br />D. Buyer and Seller desire to enter into this Third Amendment to memorialize their <br />agreements with regard to the above items. <br />NOW, THEREFORE, in consideration of the foregoing recitals and other good and <br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and <br />Buyer hereby agree as follows: <br />1. All capitalized terms not expressly defined herein shall have the meanings <br />ascribed to them in the Purchase Agreement, First Amendment and the Second Amendment. <br />2. The Date of Closing shall be amended from August 15, 2011 to <br />2011. <br />3. At or prior to the execution of this Third Amendment, and as a condition <br />precedent to the effectiveness of this Third Amendment, Buyer shall have paid a one-time, non- <br />refundable extension fee in the amount of $ ("Extension Fee"). Such Extension <br />Fee shall be wholly earned when received, shall not be construed as Earnest Money, and shall <br />1 <br />4168209v1 <br />