Agenda - Council - 02/08/2005 - Laserfiche WebLink

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bo A Warranty Deed, in form reasonable and satisfactory to RIVER'S BEND, conveying the CITY PrOPerty to RIVER'S BEND, free and clear of all encumbrances hereafter defined, and including a covenant of further assurances; An Affidavit of Seller by CITY :indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving CITY or the City Property;r that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the City Property, together with whatever standard owner's affidavit and/or indemnity (ALTA Form) which may be r~.quired by Title :Company to issue an Owner's Policy of Title Insurance with the standard exceptions waived; An executed certification as to the location of any wells on the City Property in accordance with tlle laws of the State of Minnesota; and All other documents reasonably determined by RIVER'S BEND to be necessary to transfer the City Property to RIVER'S BEND free and clear of an encumbrances. 5. RIVER'S BEND'S CLOSING DOCUMENTS. On the Closing Date, RIVER'S BEND will execute, and/or deliver to CITY the following (collectively, "RIVER'S BEND'S Closing Documents"): ao Access Rights docUment, ina recordable form, satisfactory to CITY conveying to CITY the Access Righlls; Deliver a cashier'S cheek to CITY for the amount due at closing; and RIVER'S BEND'S Corporate ReSOlution authorizing the conveyance of the Access Rights. 6. CONTROLLING LAW, This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota. 7. MODIFICATION. This Agreement cannot be altered, amended, changed, waived, terminated or modified in any respect or particular unless the same shall be in writing and signed by or on behalf of the parties hereto. Waivers of any term or condition of this Agreement must be in writing signed by the party against Whom Such waiver is sought to be enforced. This Agreement contains the entire understanding between CITY and RIVER'S BEND with respect to the transaction contemplated and any and all i prior agreements, whether oral, written, express or implied, are superseded hereby and merged herein. 8. BINDING EFFECT. This :Agreement binds and benefits the parties and their successors and assigns. 9. HEADINGS. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 7