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214273v12 3 <br />of title, but upon correction of title within ten (10) days after written notice to Purchaser, the <br />parties shall perform the Agreement according to its terms. If no such notice is given, or if notice <br />is given but title is not corrected within the time provided for, this Agreement shall be null and <br />void, at the option of Purchaser, and in such case, neither party shall be liable for damages <br />hereunder to the other. In the event that Purchaser cancels this Agreement because of <br />uncorrected title matters, all Earnest Money shall be refunded to Purchaser, and Purchaser and <br />Seller agree to sign a Cancellation of Purchase Agreement. <br /> <br /> 6. Conveyance and Title - Property. Subject to performance by the Purchaser, <br />Seller agrees to execute and deliver a recordable Contract for Deed conveying marketable title to <br />the Property, subject only to the following exceptions: <br /> <br /> a. Building and zoning laws, ordinances and state and federal regulations. <br /> <br />b. Restrictions relating to the use or improvement of the Property that do not <br />affect Purchaser’s intended use. <br /> <br /> c. Permitted encumbrances. <br /> <br /> d. Reservation of minerals and mineral rights to the State of Minnesota. <br /> <br /> e. Utility and drainage easements which do not interfere with present <br /> improvements. <br /> <br /> f. Restrictive Covenant attached hereto as Exhibit C, which may be revised <br /> to reflect a date that is 15 years from the actual date of Closing. <br /> <br />7. Conveyance and Title – Inventory. Seller agrees to execute a deliver a Bill of <br />Sale conveying title to the following items, free from all liabilities, liens, and encumbrances: <br /> <br /> a. The maintenance equipment, tools, furniture, and supplies described on <br />Exhibit B. <br /> <br /> b. The name “Pinewood Golf Course.” <br /> <br />8. Closing. The closing of the transaction will take place on the earlier of September <br />30, 2021 or 15 days following completion of the Seller’s obligations under Paragraph 18 (“Date <br />of Closing”) and shall take place at the offices of the Title Company or such other location <br />mutually agreed upon by the parties and may be completed through escrow of closing documents <br />and funds with the Title Company. <br /> <br /> 9. Real Estate Taxes and Special Assessments. <br /> <br /> a. Real Estate Taxes Payable in the Year of Closing. Real estate taxes <br />payable in the year of closing shall be prorated between Seller and <br />Purchaser on a per diem basis to the Date of Closing.