Agenda - Council Work Session - 08/23/2016

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extent an Objection can be satisfied by the payment of money, Buyer will at its option have the right to apply a portion of the Purchase Price payable to Seller at the Closing to satisfy such Objections and the amount so applied will reduce the amount of the Purchase Price payable to Seller. If the Objections are not cured within the Cure Period, Buyer will have the option to do any of the following: (1) Terminate this Agreement without any liability and receive a refund of all Earnest Money and accrued interest; or (2) Withhold from the Purchase Price an amount which, in the Title Company's reasonable judgment, is sufficient to assure cure of the Objections. Any amount so withheld will be placed in escrow with the Title Company, pending such cure. If Seller does not cure such Objections within 30 days after such escrow is established, Buyer may then cure such Objections and charge the costs of such cure (including reasonable attorneys' fees) against the escrowed amount. If such escrow is established,the parties agree to execute and deliver such documents as may be reasonably required by the Title Company, and Seller agrees to pay the charges of the Title Company to create and administer the escrow; or (3) Waive the Objections and proceed to close; provided that Buyer shall have the option, at Closing,to pay directly any liens, mortgages, charges or similar 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. 7. 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 known 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. 6