Agenda - Council - 02/24/2020 - Laserfiche WebLink

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4. EARNEST MONEY AND ADDITIONAL EARNEST MONEY. The parties agree that Buyer has deposited $67,500.000 (the "Earnest Money") with Commercial Partners Title Company, 200 South 6th Street, #1300, Minneapolis, MN 55402 ("Escrow Agent"). a. Intentionally deleted. b. Upon Seller's receipt of a Notice to Proceed (as defined in Section 9(b) below) from Buyer in accordance with Section 9(b), all of the Earnest Money becomes non- refundable (except in accordance with Section 22 as a result of a default by Seller). c. If Buyer does not provide a Notice to Proceed to Seller in accordance with Section 9(b), this Agreement automatically terminates and Escrow Agent must immediately disburse all Earnest Money Escrow Agent holds to Buyer. d. At Closing, Escrow Agent shall disburse to Seller any Earnest Money not previously disbursed to Seller, and Buyer shall receive a credit against the Purchase Price owing at Closing in an amount equal to the amount of the Earnest Money. 5. SURVEY. Seller shall, at Seller's expense, obtain an ALTAINSPS 2016 survey (Table A, items 1-4 and 6, 8, and 11) (the "Survey") from a duly licensed surveyor and deliver it to Buyer within thirty (30) days after the Effective Date. Buyer may arrange with the surveyor to include additional information on the Survey at Buyer's expense. 6. TITLE COMMITMENT. a. Seller makes no representations or warranties with respect to the status of title to the Property; provided, however, Buyer shall have the rights described in subsection 6(b) below to satisfy itself as to the unconditional marketability of title to the Property. Within thirty (30) business days after the Effective Date, Seller shall, at Seller's expense, obtain a commitment from Escrow Agent to issue an owner's policy of title insurance insuring Buyer's title to the Property (the "Title Commitment") and deliver the Title Commitment and copies of or internet access to copies of all recorded documents referenced in the Title Commitment to Buyer. b. Buyer shall have until December 31, 2019 to review the Title Commitment and the Survey and to give Seller written notice of (i) any defects in the marketability of Seller title to the Property or any encumbrances on Seller's title to the Property that are objectionable to Buyer, and (ii) the specific actions Buyer requests that Seller take with respect to each such defect or encumbrance (a "Title Objection Notice"). Any defects in or encumbrances on Seller's title that Buyer does not identify in a timely Title Objection Notice are each a "Permitted Exception." Within three (3) business days after Seller's receipt of a Title Objection Notice from Buyer, Seller will notify Buyer, in writing, of the actions, if any, that Seller is willing to take with respect to each of the matters identified in the Title Objection Notice and the time frame in which Seller will take those actions ("Seller's Title Notice"). If Seller's Title Notice indicates that Seller unconditionally agrees to make Seller's title to the Page 2 of 11