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3 I. DEFAULT AND REMEDIES. <br /> <br /> 31.1 GM'SDefault: If GM defaults under th/s Section B. of th/s Agreement, CITYwill <br />have the fight to terminate this Agreement, after written notice of cancellation as provided under <br />Minnesota Statutes Section 559.21. <br /> <br />Minn. Stat. § 559.21, subd. 4, requires that GM give CITY written notice of <br />cancellation of the Purchase Agreement and allows a 30-day cure period for <br />CITY. <br /> <br /> Upon such termination GM will retain the Earnest Money, if any, as liquidated damages, <br />time being of the essence of this Agreement. The termination of this Agreement and retention of <br />the Earnest Money will be the sole remedy available to GM for default by CITY, and CITY will <br />not be liable for damages or specific performance. <br /> <br /> 31.2 GM'S Default. If GM defaults under this Section B. of this Agreement, CITY will <br />have the right to terminate this Agreement by giving written notice of termination to GM, <br />whereupon this Agreement will terminate, and upon such termination, all Earnest Money will be <br />refunded to CITY. <br /> <br />C. GENERAL <br /> <br /> 32. ENTIRE AGREEMENT. This Agreement, any attached exhibits and any addenda <br />or amendments signed by the parties, shall constitute the entire Agreement between CITY and GM, <br />and supersedes any other written or oral agreements between CITY and GM. This Agreement can <br />be modified only in writing signed by CITY and GM. <br /> <br /> 33. CITY COUNCIL APPROVAL. GM acknowledges that the CITY is a municipal <br />corporation. This Agreement is contingent upon the Ramsey City Council's approval on or before <br />February 8, 2006. In the event the City Council fails to give its approval on or before the said <br />February 8, 2006, this entire Agreement shall be null and void at the option of either party. <br /> <br /> 34. CLOSING DATE. The Closing Date or Date of Closing shall be February 15, 2006, <br />or such other date and place as the CITY and GM agree. <br /> <br /> 35. CITY'S CLOSING DOCUMENTS. On the Closing Date, CITY shall execute <br />and/or deliver to GM the following (collectively, "CITY'S Closing Documents"): <br /> <br />35.1 <br /> <br />35.2 <br /> <br />A Warranty Deed, in form reasonable and satisfactory to GM, conveying the City <br />Property to GM, free and clear of all encumbrances hereafter defined, and including <br />a covenant of further assurances; <br />An Affidavit of Seller by CITY indicating that on the Closing Date there are no <br />outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving <br />CITY or the City Property; that there has been no skill, labor or material furnished <br />to the City Property for which payment has not been made or for wlfich mechanic's <br />liens could be filed; and that there are no other unrecorded interests in the City <br /> <br />-252- <br /> <br />11 <br /> <br /> <br />