4.7. SR 12-19-2016 - Laserfiche WebLink

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and attorneys' fees. Such fees are estimated at$10,000.00. b) For Parcels 2 and 4, the Purchase Price shall be $81,000.00. collectively, the"Purchase Price"). The Purchase Price, subject to prorations and adjustments set forth in this Agreement, shall be payable in full at Closing in cash, by wire transfer of immediately available funds or by a Title Company check to Seller. 1.3 Earnest Money. Within five days after this Agreement is fully executed, Purchaser shall deposit with the Title Company (as defined below) the sum of$1,000.00 ("Earnest Money") in good funds, either by certified bank or cashier's check or by wire transfer. The Title Company shall hold the Earnest Money in accordance with the terms and conditions of this Agreement and any escrow agreement entered into by Seller, Purchaser and Title Company. Interest, if any, accruing on such sum shall become a part of the Earnest Money and shall be distributed as Earnest Money in accordance with the terms of this Agreement. The Earnest Money shall be refundable as set forth in this Agreement. The Earnest Money shall be applied towards payment of the Purchase Price for Parcels 2 and 4. 1.4 Subdivision. Parcel 3 is part of a larger parcel owned by the County that needs to be subdivided. The parties understand that the subdivision is necessary to procure a legal description of the Property for Seller's deed, Purchaser's mortgage, if any, and obtaining acceptable title insurance for the Property. Purchaser may also wish to combine the parcels into a fewer number of parcels or plat the Property. The subdivision or platting of the Property shall be done in compliance with applicable state, county and municipal laws, ordinances and regulations relating to the subdivision or platting of property. Purchaser shall, at its cost, be responsible for the subdivision of the Property and obtaining such platting and subdivision approvals as are necessary so that the Property will be a legally subdivided tax parcel or parcels as of the date of Closing. All costs assessed or charged (whether by special assessment or otherwise) or incurred for offsite improvements, utility improvements or other public improvements required by the City of Elk River or other governmental authority related to the subdivision or development of the Property as part of the Closing shall be the responsibility of Purchaser. Purchaser shall also be responsible, at its cost, to select a surveyor to assist in the subdivision of the Property, and for the filing documents creating the subdivision contemporaneously with the Closing. Purchaser shall not complete any subdivision of the Property and shall not file the plat or other subdivision documents until the Closing. The obligations of Purchaser contained in this Section shall survive and be enforceable after Closing and delivery of the deed. 1.5 Acquisition Cost Escrow. As stated in Section 1.2 of this Agreement, Purchaser shall be responsible for reimbursing Seller for its acquisition costs in acquiring Parcels 1 and 3, which include, but are not limited to, appraisal fees, court filing fees and attorneys' fees. Seller shall be entitled to reimbursement of these costs, regardless of whether or not the parcels are acquired by Seller, Purchaser decides not to purchase one of the parcels or the Property or this Agreement is terminated. Upon execution of this Agreement, Purchaser shall deposit $10,000.00 into an escrow account with Seller for reimbursement of Seller's acquisition costs as outlined above. If any funds held under this Agreement remain after payment of the above, such funds will be returned to Purchaser without interest. If it appears that the actual costs incurred will exceed $10,000.00, Purchaser and Seller will review the costs required to complete the acquisition(s) and Purchaser agrees to deposit additional sums in escrow with Seller. ARTICLE 2—TITLE AND SURVEY 2.1 Title Examination. Purchaser has obtained an ALTA title insurance commitment ("Title Commitment") from Commercial Partners Title ("Title Company") covering the entire Property. The Purchase Agreement Page 2 of 13 469680v2 SJS EL185-36