Laserfiche WebLink
b. Deferred Real Estate Taxes. Seller shall pay on the Date of Closing any <br />deferred real estate taxes (including "Green Acres" taxes under Minn. Stat. <br />§273.111) payment of which is required as a result of the closing of this <br />sale and the recording of the deed. <br />C. Special Assessments. Seller shall pay all levied special assessments as of <br />the date of closing. <br />d. Taxes and Special Assessments in the Years Following Closing. <br />Purchaser shall pay real estate taxes payable in the years following the <br />Date of Closing and special assessments payable therewith, the payment <br />of which is not otherwise provided herein. Seller makes no representation <br />concerning the amount of future real estate taxes or of future special <br />assessments. <br />10. Possession. Possession of the Property shall be delivered to Purchaser at the <br />closing. <br />11. Representations and Warranties of Seller. Seller represents and warrants to <br />Purchaser: <br />a. Seller is a municipal corporation duly organized, validly existing and in <br />good standing under the laws of the State of Minnesota and has the <br />corporate power to own or lease its assets and to carry on its business as it <br />is now being conducted. <br />b. The execution, delivery and performance of this Agreement by Seller has <br />been duly authorized by Seller's City Council. <br />d. There has been no material adverse change in the business, prospects, <br />assets, and financial condition of Pinewood Golf Course since the date of <br />the latest of the Financial Statements. <br />e. Seller owns and has good and marketable title, free and clear of all liens, <br />security interests and encumbrances, to all rights and assets being sold <br />hereunder. <br />f. To the best of Seller's knowledge, the operations of Pinewood Golf <br />Course as it is presently being conducted under the Management <br />Agreement with the Elk River Country Club, Inc., do not violate any <br />applicable federal, state, or local law, statute, ordinance, regulation or <br />order and Seller has not received any notice of a possible violation thereof. <br />g. There are no actions, suits or proceedings pending or threatened against or <br />affecting either Seller or Pinewood Golf Course. <br />214273v12 4 <br />