Agenda - Council - 01/24/2017 - Laserfiche WebLink

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12. CLOSING. This transaction shall close on the date 10 business days after Buyer receives approval for funding from the Minnesota Right-of-way Acquisition Loan Fund (RALF)program and delivers a Notice to Proceed to Seller,or 304-5,days after the expiration of the Inspection Period,whichever is later. The Closing shall take place at the offices of the Escrow Agent,or at some other place as the parties may mutually agree prior to such date. At the option of either Party,the executed closing documents, Purchase Price and closing costs may be deposited with the Escrow Agent and disbursed by the Escrow Agent pursuant to avoid the necessity for a Closing at which the Parties are present.Notwithstanding anything set forth herein to the contrary,Seller shall have the absolute right to terminate this Agreement,which shall be deemed to be of no further force and effect,in the event Closing has not occurred by r+o,May 4412,2017. a. Conditions to Closing. As a condition to Buyer's obligation to close,(i)all of Seller's representations and warranties shall be true and correct as of the Closing Date,(ii)Seller shall have performed all of its obligations under this Agreement, (iii)no condemnation or eminent domain affecting the Property or access to the Property shall have occurred or be threatened,(iv)the title company shall be irrevocably and unconditionally be prepared to issue its final title policy to Buyer pursuant to the Title Commitment,subject only to the Permitted Exceptions and free from the standard exceptions with all endorsements that Buyer shall request in connection with its title and survey review. If all of conditions are not satisfied on or before the Closing Date,Buyer may terminate this Agreement and receive a refund of any Earnest Money without limitation of any other remedy if the failure of condition was due to a default by Seller under this Agreement. b. Seller's Obligations at Closing. At Closing,Seller must deliver to Escrow Agent,for delivery to Buyer: i. A general warranty deed,duly executed and acknowledged on behalf of Seller,conveying title to the Property,and ii. Seller's affidavits(including such affidavits as required to induce the Title Company to remove the standard exceptions from the Title Policy),UST affidavit,well disclosure certificate(if required),settlement statement approved by Seller and Buyer,and any other documents required by the Escrow Agent. c. Buyer's Obligations at Closing. At Closing,Buyer must: i. Wire Transfer(or deliver a certified check in)an amount equal to the amount of the Purchase Price adjusted for to reflect Buyer's prior payment of the Earnest Money to Escrow Agent for disbursement to Seller and others pursuant to this Agreement and the Settlement Statement;and 6