Agenda - Council - 02/22/2005 - Laserfiche WebLink

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or that the operation has ce'ased for more than 12 consecutive months, the restrictive covenant on such portion of the Property shall terminate. Seller agrees to subordinate its restrictive Covenant and option to purchase in favor of any institutional lender making a construction or permanent mortgage loan with respect to the cinema. 5. Closing. The Closing of any purchase and sale contemplated by this Agreement (a "Closing") as to any portion of the Property shall occur on that date which is twenty (20) business days after the date BUyer exercises the Option as to such portion of the Droperty (each such date, a "Closing Date"). Each Closing shall take place at 9:00 a.m. local time at an office of the Title Company within the Minneapolis-St. Paul metropolitan area. Seller agrees to deliver to Buyer possession of the portion of the Property involved in such Closing on the Closing Date as to such portiOn of the Property. 5.1 Seller's Closing DocumentS. On each Closing Date, Seller shall execute and deliver to Buyer the following as they pertain to that portion of the Property involved in such CloSing (cOllectively, "Seller's Closing Documents"), all in form and content reasonably satisfactory to Buyer: 5.1.1 Deed and Plat. A Limited Warranty Deed conveying the portion of the Property involved in such Closing to Buyer and any plat, reasonably approved by Seller, prepared by Buyer and creating the parcel to be conveyed by such deed. 5.1.2 5.1.3 Assignment. of Contracts and Permits. An Assignment of Contracts and Permits conveying to Buyer all of Seller's right, title and interest in the contracts (!'Contracts") identified on the attached Exhibit C and the permits ("Permits") identified on the attached Exhibit D, to the extent they relate to the portion of the Property involved in such Closing. Post Closing Documents. The Post Closing Documents referred to in Section 4.3 hereof. ~ 5.1.4 Seller's A£~dav~it. An Affidavit of Title by Seller indicating that on the Closing Date there are no outstanding, unsatisfied judgments, 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 (ALTA Form) may be required by the Title Company to issue an Owner's Policy of Title Insurance with the standard exceptions for parties in possession and mechanic's liens waived. 5.1.5 Copies of Documents. :Copies of the Contracts and the Permits. 3