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<br />I '''' SALE AND PURCHASE AGREEMENT . ;14;,J'~ [J
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<br />. THIS SALE AND PURCHASE AGREEl'vIENT, is made as of ,
<br />
<br />I 1997, between NAEGELE OUTDOOR ADVERTISING, INC., a Georgia corporation (""Seller"),
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<br />I and the CITY OF ARDEN HILLS, a Minnesota municipal corporation (""Buyer"),
<br />
<br />In consideration of the mutual covenants and agreements herein:lftcr contained, the
<br />I parties agree as follows:
<br />
<br />I.) SALE AND PURCHASE OF PROPERTY. Seller shall sell to BLlYCr, and Buyer
<br />I shall purchase from Seller, those certain parcels of land (the "Real Property"), situated in the
<br />County of Ramsey and State of Minnesota, legally described on Exhibit A attached hereto,
<br />together with (a) all fences, buildings, fixtures and other improvements thereon, except Seller's
<br />I billboard(s) currently located thereon (the "Improvements"), and (b) all easements, air rights,
<br />and other rights benefiting or appurtenant to the Real Property and Improvements (the "Related
<br />Rights"). The Real Property, Improvements and Related Rights are hereinafter collectively
<br />I referred to as the "Property."
<br />
<br />2.) PURCHASE PRICE AND MANNER OF PAYMENT. The total purchase price
<br />I ("Purchase Price") to be paid by Buyer to Seller for the Property sh.all be
<br />Dollars (SZS ;zS5 .1 b ).
<br />The Purchase Price shall be paid in cash or guaranteed ftmds on the Closing Date (as defined in
<br />Ie Section 5 herein), and shall be allocated as follows:
<br />
<br />(a) ~eIA. Dollars(S\Q;T7~.il.o),
<br />I <>l.AI<C..,",-p (\I..<>.w)
<br />(b) tarcel'" Dollars ($"),z'-l-t.eo ).
<br />....,.,a Vo.o<L ~ (tl..J. f.",.w)
<br />I (c) f,arcel eo. Dollars ($1\ ,-Z,S:ZD ').
<br />~m SriEr::r (,,<>to e.",., W)
<br />3.) CONDITIONS TO BUYER'S OBLIGATIONS. The obligations of BllYer under
<br />I this Agreement are conditional upon satisfaction or waiver by Buyer of each of the following by
<br />the respective dates indicated:
<br />
<br />I (a) Iitk. Title shall have been found acceptable b~ Buyer, or been made acceptable,
<br />in accordance with the requirements and terms of Section 4 below.
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<br />I (b) Performance of Seller's Obli~ationso Seller shall have performed all of the
<br />obligations required to be performed by Seller under this Agreement, as and when
<br />required by this Agreement, including without limitation the following:
<br />
<br />I (1) Access. Seller shall allow Buyer and Buyer's agents access to the
<br />Property without charge and at all reasonable times for the purpose of
<br />I investigation and testing. Buyer shall pay all costs and expenses of such
<br />investigation and testing and shall hold Seller and the Property harmless
<br />tt from all costs and liabilities relating to Buyer's activities. Buyer shall
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