Agenda - Economic Development Authority - 01/08/2015

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encumbrances against the Property that are liquidated in amount and to which an Objection has been made by Buyer, and Buyer may deduct the amount so paid from the Purchase Price. Waived Objections shall become "Permitted Encumbrances." c. Title Policy. Buyer will obtain, at the Closing, a Title Policy issued by the Title Company, or a suitably marked up commitment initiated by the Title Company undertaking to issue such a Title Policy as approved by Buyer. 6. Closing. The first closing of the sale of the first 14 acre parcel ("First Closing") shall be held after the close of the Inspection and Due Diligence Period, and within thirty (30) days after final plat approval and execution of a mutually acceptable developer's agreement, and in any event not later than May 30, 2015 (the "First Closing Date"), at the Title Company's office, or another mutually agreed upon location, at a time the parties mutually agreed upon. Seller agrees to deliver possession of the Property to Buyer not later than the Closing Date, and Seller shall remove all personal property not conveyed pursuant to this Agreement and all debris from the Property before the possession date. The second closing of the sale of the second 7.5 acre parcel("Second Closing") shall be held after the close of the Inspection and Due Diligence Period, and after final plat approval and execution of a mutually acceptable developer's agreement, and within thirty (30) days after Seller has completed the demolition of the existing structures and clean up of the property. One half of he Earnest Money shall be applied in reduction of the Purchase Price to be paid at the First Closing, and one half of the Earnest Money shall be applied in reduction of the Purchase Price to be paid at the Second Closing. b. Seller's Closing Documents. On the Closing Date, Seller will execute and deliver to Buyer the following documents ("Seller's Closing Documents"): (1) Warranty Deed. A Warranty Deed in a recordable form acceptable to Buyer conveying marketable fee title to the Property to Buyer free and clear of all encumbrances, except the Permitted Encumbrances (the "Deed"). (2) Seller's Affidavit. An Affidavit of Title by Seller indicating that on the Closing Date there are no outstanding, unsatisfied judgments, fixture filings, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanics' liens could be filed; and that there are no other unrecorded interests in the Property, together with whatever standard owner's affidavit and/or, indemnity (ALTA Form) which may be reasonably required by the Title Company to issue the Title Policy. (3) Other Documents. Any required federal income tax reporting forms, well certificates or septic system disclosures required by law or the Title Company, and all other documents required by the Title Company or Buyer which are reasonably necessary to transfer the Property to Buyer under this Agreement and record the Deed and other closing documents.