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title exceptions of record approved in writing by Purchaser pursuant to Article 3 of this Contract;
<br />(3) a Certification Regarding Non -Foreign Status ("Non -Foreign Affidavit"), executed and sworn
<br />to under oath on behalf of Seller, in satisfaction of Section 1445(b)(4) of the Internal Revenue
<br />Code of 1986, as amended; (4) a settlement statement consistent with this Contract and (5)
<br />such certificates and other documentation as Title Company may reasonably request from
<br />Seller in order to issue the Owner's Policy to Purchaser.
<br />9. Time of the Essence: Time is of the essence of this Contract, but any defaulting party
<br />will have 10 days after receipt of notice of a default to cure before the other party may exercise
<br />the remedies available to it under this Contract, namely: Seller may, as Seller's sole remedy,
<br />terminate this Contract and retain the earnest money as liquidated damages, and Purchaser
<br />may, as Purchaser's sole remedy, terminate this Contract and receive a refund of the earnest
<br />money and Seller will further reimburse Purchaser for all title, survey, engineering, architectural,
<br />legal and other fees reasonably incurred by Purchaser in reliance on this Contract, up to a
<br />maximum amount of $75,000.00 within 30 days after receipt of a reasonably detailed written
<br />invoice from Purchaser (not including the refund of the earnest money). Notwithstanding the
<br />foregoing, in the event of litigation between Seller and Purchaser regarding this Contract, the
<br />prevailing party will be entitled to recover reasonable attorney fees, costs, and expenses
<br />(including expert fees and costs) incurred in connection with the prosecution or defense of such
<br />action, including any appeal, in addition to all other relief provided for in this Article 9. For the
<br />purposes of this Contract, "prevailing party" will mean the party which obtains the principal relief
<br />it has sought, whether by compromise, settlement, judgment or otherwise. In addition, the non -
<br />prevailing party will be responsible for payment of any and all actual third party costs and/or
<br />expenses (including, without limitation, reasonable attorney's fees and expert fees) incurred by
<br />the prevailing party in the enforcement of any of its rights and/or remedies under this Contract.
<br />10. Notices: If at any time, it becomes necessary or convenient for one of the parties to
<br />serve notice, demand or communication upon the other party, such notice, demand or
<br />communication must be in writing, signed by the party serving notice, sent by nationally
<br />recognized overnight carrier or registered or certified United States mail, return receipt
<br />requested and postage or other charges prepaid. If intended for Seller, the notice must be
<br />addressed to The Housing and Redevelopment Authority in and for the City of Ramsey,
<br />Minnesota, 7550 Sunwood Drive NW, Ramsey, MN 55303 or if intended for Purchaser, the
<br />notice must be addressed to One McDonald's Plaza, Oak Brook, IL 60523, Attention: Director,
<br />U.S. Legal Department L/C 022-0575 and a copy to 1650 W. 82nd Street, Southpoint Office
<br />Center, Suite 900, Bloomington, MN 55431, Attention: Real Estate Manager, L/C 022-0575 or
<br />such other address as either party furnishes to the other, in writing, as a place for the service of
<br />notice. Any notice so sent will be deemed given as of receipt.
<br />11. Conflicts of Interest: Seller and (if Seller is not an individual) the party(ies) executing
<br />this Contract for or on behalf of Seller, or as a representative of Seller, represent that, to the
<br />best of his/her/their knowledge, he/she/they, or any person connected directly or indirectly with
<br />Seller is/are not (an) agent(s), employee(s), servant(s), supplier(s), licensee(s) or officer(s) of
<br />Purchaser or any subsidiary, affiliate or parent corporation or related to any agent, employee,
<br />servant, supplier, licensee or officer of Purchaser or any subsidiary, affiliate or parent
<br />corporation. The parties executing this Contract acknowledge that Purchaser relies upon
<br />Seller's representations as inducement to enter into this Contract. Any misrepresentation will be
<br />grounds for Purchaser to terminate this Contract.
<br />Document #: 1118064-v6
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