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Res_11487
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Res_11487
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2/20/2018 2:49:32 PM
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2/20/2018 2:47:43 PM
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Roseville City Council
Document Type
Council Resolutions
Meeting Date
1/29/2018
Resolution #
11487
Resolution Title
Resolution Approving the Purchase/Sale of Certain Land by the City of Roseville
Resolution Date Passed
1/29/2018
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i <br /> i <br /> i <br /> 4.7.2 Buyer will deposit an additional $10,000.00 with Title Company to be held as additional Earnest <br /> Money; <br /> 4.7.3 Upon Buyer's extension under this Section 4.7, all of the Earnest Money shall become <br /> nonrefundable. Provided, however, if Buyer has timely obtained a Phase I and any Phase II investigation <br /> recommended by Buyer's Environmental Consultant, and the Environmental Matters contingency set forth in <br /> Section 4.6 has not been satisfied, the Earnest Money shall remain refundable with respect to Environmental <br /> Matters. <br /> Buyer's good faith efforts to satisfy the contingencies described in this Agreement will be sufficient <br /> consideration for such extension(s). <br /> 5, Closing. The Closing Date will be that date which is 5 business days after the earlier of the <br /> Contingency Date or the date when Buyer gives the Notice to Proceed. The Closing will take place at the <br /> office of Title Company in Roseville,Minnesota,or at such other place as may be agreed to. Seller will deliver <br /> possession of the Property to Buyer on the Closing Date,subject to the rights of Tenants under the Leases in their <br /> capacity as Tenants only. <br /> 5.1 Seller's Closing Documents. On the Closing Date, Seller will execute and/or deliver to Buyer(as <br /> applicable) the following (collectively, "Seller's Closing Documents"), all in form and content reasonably <br /> satisfactory to Buyer: <br /> 5.1.1 Deed. A Limited Warranty Deed conveying the Property to Buyer, free and clear of all <br /> encumbrances,except the Permitted Title Exceptions. <br /> 5.1.2 Bill of Sale.A Warranty Bill of Sale transferring the Personal Property,free and clear of all <br /> encumbrances except encumbrances noted in the Equipment Lease defined in Exhibit E and those <br /> encumbrances permitted by Buyer. <br /> 5.1.3 Assigmnent and Assumption of Leases and Guaranties.An Assignment and Assumption of <br /> Leases and Guaranties assigning to Buyer,with warranties, the Leases, Guarantees,and any Security Deposits,pre- <br /> paid rents or collections in force as of the Closing Date,flee and clear of all encumbrances except encumbrances, <br /> if any,included within the Leases. <br /> 5.1.4 Assignment and Assumption of Surviving Contracts,Permits and Licenses,Warranties and <br /> Intangible Property.An Assignment and Assumption of Surviving Contracts, Permits and Licenses,Warranties,and <br /> Intangible Property, assigning to Buyer, the Surviving Contracts, Permits and Licenses, Warranties, and Intangible <br /> Property, free and clear of all encumbrances, together with the consent of all parties having a right to consent to <br /> such assignment,if necessary. <br /> 5.1.5 Revised Rent Roll,An updated version of the Rent Roll dated as of the Closing Date certified <br /> by Seller to be correct and complete showing no material changes from the Rent Roll attached to this Agreement, <br /> except it will include those Leases executdd by Seller between the Contract Date and the Closing Date in accordance <br /> with Section 8, and it will exclude those Leases that expire or are terminated between the Contract Date and the <br /> Closing Date to the extent permitted by Section 8. <br /> 5.1.6 Tenant Estoppel Certificate(s).The Tenant Estoppel Certificate(s)required by Section 12.3 <br /> of this Agreetnent,which Tenant Estoppel Certificate(s)must be reasonably acceptable to Buyer. <br /> 5.1.7 Notices to Tenants. Notices to Tenants under the Leases, advising them of the sale of the <br /> Property and directing them to make future lease payments to Buyer at the place designated by Buyer and <br /> Page 9 of 38 <br />
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