Agenda - Council - 06/25/2013 - Laserfiche WebLink

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10. EXAMINATION OF TITLE. Within ten (10) days after BUYER's receipt of the last item of the Evidence of Title or within ten (10) days of BUYER'S discovery of a Title Defect, as defined below, that is not reasonably ascertainable from the Evidence of Title, BUYER may give SELLER written notice of the alleged Title Defect, as defined below, and request that SELLER make SELLER's title marketable of record and in fact ("Objections"). The term "Title Defect," as used in this Agreement means a defect in or an encumbrance on SELLER's actual or record title to the Property which render's SELLER's title unmarketable under Minnesota Law. The Permitted Encumbrances may not serve as a basis for an Objection. If BUYER notifies SELLER of Objections within the time period set forth above, SELLER must use commercially reasonable efforts to make SELLER's actual and record title to the Property marketable, but SELLER has no obligation to commence a law suit or pay money to make SELLER's title marketable. If SELLER notified BUYER that SELLER does not intend to make SELLER's title marketable or if SELLER notified BUYER that SELLER will attempt to make SELLER's title marketable but is unable to do so within the Cure Period, BUYER may either: a. terminate this Agreement pursuant to the procedures set forth in Section 17 below; or b. notify SELLER that BUYER waives BUYER's Objection. If waives BUYER's Objection, the Title Defect giving rise to such Objection is deemed a Permitted Encumbrance, and the Parties will fully perform their obligations under this Agreement. The Parties will establish a new Date of Closing by mutual agreement, but if the Parties cannot establish a new Date of Closing by mutual agreement, the Date of Closing will be the date thirty (30) days from the effective date of BUYER's notice to SELLER that BUYER waives BUYER's Objections. If BUYER does not notify SELLER of BUYER's election to terminate this Agreement pursuant to subsection (a) above or waive BUYER's Objection pursuant to subsection (b) above within ten (10) days of the expiration of the Cure Period, this Agreement will automatically terminate, BUYER will execute and deliver a recordable quit claim deed to the Property or other recordable evidence of the termination of this Agreement to SELLER, and SELLER will simultaneously return or instruct the Earnest Money Agent to return the Earnest Money to BUYER. 11. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. The parties agree that because SELLER is a government entity exempt from the payment of real estate taxes, there will be no current or outstanding real estate taxes prior to Closing. Notwithstanding the foregoing, if there are any outstanding real estate taxes or special assessments due and payable on or before closing, SELLER will be responsible for these costs. 12. REPRESENTATIONS OF SELLER. SELLER makes the following representations to BUYER: a. SELLER represents that SELLER is not a foreign person, foreign partnership, foreign trust or foreign estate as those terms are defined in Section 1445 of the Internal Revenue Code; 9885655v2 4