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RES 19-26
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RES 19-26
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7/2/2019 12:47:45 PM
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7/1/2019
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it respective properties to the condition they were in prior to any such examination, immediately <br />after conducting said examination. Subject to the limitation of liability under Minnesota Statutes <br />ch.466, the City and District shall indemnify, defend, and hold harmless each other from any and <br />all claims for injury or death to persons, damage to property or other losses or damages or <br />claims, including, in each instance, reasonable attorney's fees and litigation costs, arising out of <br />the action of any person or firm entering upon the respective properties, which indemnity will <br />survey the Closing and the termination of this Agreement without the Closing having occurred. <br />6. TITLE EXAMINATION. Title Examination will be conducted as follows: <br />(a) Title Evidence. The City and District as soon as possible after the date of this <br />Agreement, furnish the following (collectively, "Title Evidence") to the other <br />party for the property being transferred by them under this Agreement: <br />(i) Title Commitment. A Commitment for Title Insurance issued by First <br />American Title Insurance Company ("Title Company") for the respective <br />properties including proper searches covering bankruptcies and state and <br />federal judgments, federal court judgment liens in favor of the U.S., liens, <br />and levied and pending special assessments. <br />(b) Title Objections. The City and District shall have 10 business days after receipt <br />of the Title Commitment from the other party to provide the other party with <br />written objections to the commitment. The City and the District shall be deemed <br />to have waived any title objections not made within the 10-day period above, <br />except that this shall not operate as a waiver of either party's covenant to deliver a <br />Deed under this Agreement. <br />(c) Title Corrections and Title Remedies. The City and the District shall have 60 <br />days from receipt of written title objections by the other party to make title <br />marketable for their respective property. Upon receipt of title objections, each <br />party shall, within ten (10) business days, to notify the other of their intention to <br />make title marketable within the 60-day period. Liens or encumbrances for <br />liquidated amounts that can be released by payment or escrow from proceeds of <br />closing shall not delay the closing. Cure of the defects by either party shall be <br />reasonable, diligent and prompt. Pending correction of title, all payments <br />required herein and the Closing shall be postponed. <br />(d) If notice is given and either party makes title marketable, then upon presentation <br />to the other party of documentation establishing that title has been made <br />marketable, and if not objected to in the same time and manner as the original title <br />objections, the closing shall take place within ten (10) business days or on the <br />scheduled Closing Date, whichever is later. <br />(e) If notice is given and either party proceeds in good faith to make title marketable <br />but the 60 day period expires without title being made marketable, the other party <br />2019700 <br />
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