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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 /> (1) Any of Seller's partners possess the item such that a reasonable buyer would expect <br /> Seller to possess or have access to such item;or <br /> (2) Any of Seller's partners can obtain the item with commercially reasonable efforts <br /> provided that Buyer pays Seller's costs;or <br /> (3)The item is or has been used by Seller for operation of the Property;or <br /> (4) The item will be reasonably necessary for either of the parties under the Management <br /> Agreement. <br /> 10.2 Title to Land and Improvements. Seller warrants to Buyer that it owns the Land and Improvements, <br /> flee and clear of all encumbrances except the Permitted Title Exceptions and those that will be discharged on or <br /> before the Closing Date. <br /> 10.3 Title to Personal Property and Intangible Property. Seller warrants to Buyer that it owns the Personal <br /> Property and Intangible Property, free and clear of all encumbrances, except those that will be discharged on or <br /> before the Closing Date. <br /> 10.4 Leases. Seller warrants to BtW that. (1)Copies of the Leases which have been or will be delivered to <br /> Buyer and are listed on the Rent Roll are complete and accurate copies thereof, including all amendments and <br /> constitute all of the agreements between third parties and Seller affecting the occupation of the Property. (2) The <br /> Leases are in frill force and effect,and except as disclosed by Seller to Buyer in writing,Seller has not received <br /> any notice from any Tenant that Seller is in default under any of the Leases, and no Tenant has asserted or,to the <br /> best of Seller's knowledge has any defense, set-off, or counterclaim with respect to its tenancy or its obligation to <br /> pay Rent and Charges under its Lease except as specifically set forth on the Rent Roll. (3)Except as may be <br /> otherwise agreed to in accordance with Section 8, there are no, and from and after the Closing Date will be no <br /> rental,lease, or other commissions now or hereafter payable to any person or entity with respect to the Leases.(4) <br /> Seller has completed and paid for all construction and Tenant improvements required by the Leases and Seller has <br /> no further obligations with respect thereto.(5)There are no cash allowances or rent abatements owed by Seller for <br /> any Leases for the current term falling due prior to the Closing Date or falling due subsequent to the Closing Date <br /> that are not set forth in the Leases. <br /> 10.5 Rent Roll.SellerwauantstoBuyerthatthe Rent Roll attached hereto as Exhibit C is complete and accurate <br /> in all material respects and with the updated version of the Rent Roll which Seller will provide to Buyer at Closing <br /> will also be complete and accurate in all material respects. <br /> 10.6 Guaranties. Seller warrants to Buyer that the Guaranties made available to Buyer pursuant to <br /> Section 4.1 hereof are complete and accurate copies of all of the Guaranties, all of which are in Rill force and <br /> effect. <br /> 10.7 Contracts. A complete and accurate list of the Contracts is attached hereto as Exhibit G. Seller has <br /> made available to Buyer a correct and complete copy of the Contracts and their amendments.The Contracts are <br /> in full force and,to the best knowledge of Seller,neither Seller,nor any other party to the Contracts, is in default <br /> under the Contracts. Buyer shall advise Seller,prior to Contingency Date, as to which contracts it will assume. <br /> All other Contracts in effect regarding the Property are terminable on or before the Closing Date. Seller has not <br /> received any notice of default under any Contracts which remains uncured. <br /> 10.8 Permits and Licenses. A complete and accurate list of Permits and Licenses is attached hereto as <br /> Exhibit D. Seller has made available to Buyer a correct and complete copy of the Permits and Licenses, <br /> Page 17 of 38 <br />
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