8.4 SR 06-03-2024 - Laserfiche WebLink

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EL185\77\951318.v3 8 m. Entity. Seller is a municipal corporation and political subdivision of the State of Minnesota. n. The obligations of Buyer under this Agreement are contingent upon the representations and warranties of Seller contained in this Agreement being true as of the Effective Date and on the Closing Date as if made on the Closing Date. Each of the foregoing representations and warranties shall be deemed remade as of the Closing Date and, as so remade, shall survive the Closing. 11. Due Diligence Documents. Within 30 days after the Effective Date, Seller shall deliver to Buyer copies of the documents set forth on Exhibit C attached hereto and incorporated herein that are in Seller’s possession (the “Due Diligence Documents”). 12. Closing Costs. a. The Buyer shall pay all costs of the preparation of a title commitment, including the search and examination fees and any abstracting fees, if required by the Title Company. The Seller shall pay all recording fees and charges related to the filing of any instrument required to make title marketable. The Buyer shall also pay the cost of obtaining any title evidence desired by Buyer, including a title commitment, the fees for standard searches with respect to the Seller and the Property, all premiums required for issuance of a title insurance policy and any endorsements, any survey costs, all Closing fees charged by the Title Company, and any escrow fees charged by any escrow agent engaged by the parties in connection with this Agreement. b. Buyer shall also pay the following costs: (1) all costs for obtaining government approvals that may be required in order to close on the Property or as required for the Buyer’s intended use of the Property; (2) the cost of preparation of any necessary platting or other subdivision documents, (3) the filing fee to record the Deed, (4) any state deed tax, conservation fee or other federal, state or local documentary or revenue stamps or transfer tax with respect to the Deed to be delivered by the Seller; (5) Buyer’s attorney’s fees; (6) the Seller’s reasonable legal, accounting fees and other out of pocket costs incurred in connection with this Agreement and the Financial Assistance Documents as further provided in the Financial Assistance Documents; and (7) all other costs as outlined in the Financial Assistance Documents entered into between the Parties. 13. Seller’s Closing Documents. At Closing, Seller shall execute and deliver to Buyer the following documents (collectively, the “Seller’s Closing Documents”): a. A Quit Claim Deed conveying the Property to Buyer. b. A closing/settlement statement prepared by the Title Company to be executed by Seller, Buyer, and the Title Company at the Closing that accurately describes the economic terms of the transaction described this Agreement. c. A non-foreign affidavit, properly executed, containing such information as is required by Code Section 1445(b)(2) and the regulations promulgated thereunder. Page 447 of 464