02-15 Authorize Agreement to Sell Property at 1351 W. Clifton

Home Browse Search

hereto as Exhibit "C" (the "Note "), payable in the principal amount of $12,500 per unit as certificates of occupancy are issued for each unit after the first 15 units have been sold but in any event within 36 months after Closing, otherwise payable according to its terms, and secured by a mortgage given by Buyer to Seller on the Property ("Seller Mortgage "). The Seller understands that the Seller Mortgage will be in a shared first position with the construction lender for the Project's mortgage ("Construction Mortgage "). The principal shall bear interest at a rate of three and one -half percent (3.5 %) per annum, except that interest may be deferred and/or waived according to the terms of the Note. There shall be no prepayment penalty under the Note. (c) The balance of the Purchase Price shall be paid to Seller in immediately available U.S. funds upon Closing. 2. Inclusions: Included in this Agreement for any and all purposes as part of the "Property" are any and all: (a) rights, easements, licenses and rights -of -way benefiting and appurtenant to the Property; (b) improvements, structures and fixtures located upon or at the Property; and (c) oil, gas and mineral interests, rights and entitlements relating to the Property. 3. Title Evidence: Buyer will obtahr an Owner's Title Insurance Commitment (the "Commitment ") within 30 days after the Effective Date, after Closing, obtain an Owner's Title Insurance Policy providing for owner's title insurance coverage in the amount of the Purchase Price ("Title Insurance "). Buyer will pay the premium, title examination and commitment costs of and for the Title Insurance. The Commitment will include legible copies of any and all title encumbrances referenced within Schedule B thereof. Buyer shall obtain the Title Insurance ftom the Title Company. Buyer shall obtain and pay for any survey which Buyer may want or require ( "Survey ") within 30 days after the Effective Date. Seller and Buyer shall at Closing execute any ordinary and customary affidavits, agreements, general instructions and forms which the Title Company may reasonably require as a condition to the issuance of the Title Insurance. The Commitment shall show in Seller a good and marketable title to the Property ( "Title "), in fee simple, free and clear of all liens and encumbrances except: (a) those which Buyer creates or expressly assumes; (b) zoning ordinances and building regulations; (c) real estate taxes and assessments, whether general or special, not then due and payable; (d) legal highways; (e) conditions, restrictions, easements, rights of way and all other matters of record to which Buyer shall not pursuant to written notice(s) to Seller make any written objection(s) within 10 calendar days after Buyer receives the Commitment and the Survey ( "Notice "); (f) any matters that would be disclosed by an accurate survey of the Property to which Buyer has not pursuant to written notice to Seller made any written objections within 10 days after receipt of both the Commitment and the Survey; and (g) the restrictions on the use of the Property found in the Prior Deed (collectively being the "Permitted Encumbrances "). Within the 10 -day period following Buyer's receipt of the Title Commitment and Survey, Buyer shall have the right to object to any matters set forth in the Commitment, other than those matters set forth in (a), (b), (c), (d) and (g) in the paragraph above (the "Unacceptable Title Matter(s) "), by providing written Notice(s) to Seller. Thereafter Seller shall have a reasonable time not to exceed 10 days after Buyer's timely Notice(s) to Seller thereof within which to notify Buyer which Unacceptable Title Matters Seller intends to and shall remedy or remove ( "Cure "), prior to or at Closing by giving written notice to Buyer. Seller shall in any event have the unconditional obligation to Cure any and all monetary liens or mortgages of any lenders, governmental bodies, creditor(s) and any other persons or entities, all of which Seller shall satisfy in full prior to or at Closing or for which Seller shall obtain recordable releases or satisfactions such that the same shall not encumber title to the Property as owned by Buyer (or Buyer's nominee(s)). Within 10 days after receipt of such written notice from Seller, Buyer, as Buyer's sole and exclusive remedy, shall elect in writing either to: (i) accept Title to the Property subject to the Unacceptable Title Matters Seller has not otherwise elected to Cure, without an abatement or reduction of the Purchase Price and complete the transaction contemplated hereby ( "Transaction"); or (ii) terminate this Agreement. If Buyer elects to terminate this Agreement within 10 days of Seller's written notice, all funds and documents shall be returned to the party who delivered or deposited the same, including the Deposit (and any Additional Deposit) which shall be returned to Buyer, and 2 DELTAVIEW COMPARE: 2129602 212 0707 ver 45 37742 -0009