Agenda - Council - 01/24/2006 - Laserfiche WebLink

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Property, together with whatever standard owner's affidavit and/or indemnity (ALTA Form) which may be required by Title Company to issue an Owner's Policy of Title Insurance with the standard exceptions waived; 35.3 An executed certification as to the location of any wells on the City Property in accordance with the laws of the State of Minnesota; and .35.4 All other documents reasonably determined by GM to be necessary to transfer the City Property to GM free and clear of any encumbrances. 35.5 A copy of the CITY resolution approving the terms of this Agreement. 36. GM's CLOSING DOCUMENTS. On the Closing Date, GM will execute, and/or deliver to CITY the following (collectively, "GM'S Closing Documents"): 36.1 A Warranty Deed, in form reasonable and satisfactory to CITY, conveying the GM Property to CITY, free and clear of all encumbrances hereafter de£med, and including a covenant of further assurances; 36.2 An Affidavit of Seller by GM indicating that' on the Closing Date there are no outstanding, unsatisfied judgments, tz~x liens, or bankruptcies against or involving GM or the GM Property; that there has been no skill, labor or material furnished to the GM 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 GM Property, together with whatever standard owner's affidavit and/or indemnity (ALTA Form) which may be required by Title Company to issue an Owner's Policy of Title Insurance with the standard exceptions waived; 36.3 An executed certification as to the location 6f any wells on the GM Property in accordance with the laws of the State of Minnesota; 36.4 All other documents reasonably determined by CITY to be necessary to transfer the GM Property to CITY free and clear of an encumbrances; and 36.5 GM's Corporate Resolution authorizing the conveyance of the GM Property 37. CONTROLLING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Mirmesota. 38. 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 parfi~s 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 GM with respect to the transaction contemplated and any and all prior agreements, whether oral, written, express or implied, are superseded hereby and merged herein. 39. BINDING EFFECT. This Agreement binds and benefits the parties and their successors and assigns. 40. HEADINGS. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 12 -253-