Reso 2009-1453 - Laserfiche WebLink

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- , . shall be credited against the Purchase Price at Closing, and shall be otherwise subject to the terms and conditions contained herein. 3. Purchase Price; Manner of Payment. The purchase price ("Purchase Price") to be paid by Purchaser to Seller for the Property shall be the sum of NINE MILLION DOLLARS ($9,000,000.00), subject to credits, prorations and adjustments as provided in this Agreement. The Purchase Price shall be payable by Purchaser to Seller at the Closing. 4. Title and Survey. (a) Within fifteen (15) days of the Effective Date (hereinafter defined), Purchaser shall obtain the following: (i) a title report issued by a title insurance company acceptable to Purchaser ("Title Company") enabling a title agent selected by Purchaser to issue an ALTA Form B title insurance commitment ("Commitment") covering the Realty, whereby the Title Company agrees to issue an AL T A Form B owner's policy of title insurance ("Title Policy") in the amount of the Purchase Price at Closing, subject only to the matters ("Acceptable Exceptions") which do not adversely affect marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affect the ability of Purchaser to utilize the Property and develop the Property for municipal and public use purposes to the extent permitted by law ("Proposed Improvements"), and (ii) hard copies of all exceptions to title set forth in the Commitment (collectively, the "Title Evidence"). Purchaser may select its own title agent. (b) Purchaser shall have the right, at its option, at Purchaser's sole cost and expense, to obtain an up to date survey of the Realty (certified to a date after the Effective Date) prepared in accordance with the minimum technical standards imposed by the Florida Board of Land Surveyors and signed under seal, which survey shall be certified to Purchaser and the Title Company ("Survey"). If obtained by Purchaser, the Survey shall be considered as a part of the Title Evidence for purposes of this Paragraph 4. (c) Purchaser shall review the Title Evidence and shall, within fifteen (15) days following receipt of the Title Evidence, notify Seller in writing ("Title Obiection Notice") of any matters in the Title Evidence adversely affecting the marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affecting the ability of Purchaser to utilize the Property and develop the Proposed Improvements thereon ("Title Defects"). Upon receipt of the Title Objection Notice, Seller shall use its good faith efforts to cure such Title Defects. In the event that Seller is unable to cure the Title Defects within fifteen (15) days of the Title Objection Notice ("Title Cure Period") after good faith efforts to do so, Seller shall notify Purchaser in writing as to which Title Defects remain uncured on or before the end of the Title Cure Period and Purchaser, at Purchaser's option, may: (i) elect to accept title to the Property subject to the Title Defects without any adjustment to the Purchase Price (in which event the remaining Title Defects shall be deemed Acceptable Exceptions); (ii) terminate this Agreement by written notice thereof to Seller, whereupon this Agreement shall be terminated, and both parties shall thereafter be released from all further obligations hereunder; or (iii) elect to extend the Title Cure Period for an additional 15 days (not to exceed forty-five (45) days), and if upon the expiration of such period Seller shall not have cured the Title Defects, Purchaser shall have the options set forth in (i) or (ii) above. During the period described in (iii) above, Purchaser shall have the right, at its sole election, to attempt to cure the Title Defects at it sole expense. The Closing Date shall be extended to the extent necessary to permit Seller the opportunity to cure any Title Defects. At Closing, Seller shall provide Purchaser with a gap affidavit in form 2 1t..Jc.. /Y'/J"Y