94-090 Ordinance - Laserfiche WebLink

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_~ . ,,~.. t ,~.. , t, 2 PURCHASE PRICE. 2.1 In consideration of the sale and transfer by the Seller to the City of the Property of the Seller described in Section 1 above, the City agrees to pay the Seller the sum of Four Million Dollars ($4,000,000) (the "Base Purchase Price") P~ an amount equal to the Inventory Value (as defined in Section 2.3 below). 2.2 The Base Purchase Price shall be payable to Seller in accordance with its instructions through an escrow at Chicago Title (the "Escrow Agent" or the "Title Company") and disbursed as provided in Section 5 hereof. 2.3 (a) Beginning on the Closing Date, or such other mutually agreeable time, Seller shall count the Inventory. ('The City shall be entitled to have a representative present at such time). Within twenty (20) days after the Closing Date, Seller shall prepare and deliver to the City a list of the Inventory at and as of the Closing Date, together with a valuation thereof (the "Inventory Listing"). ~ All Inventory that is less than one (1) year old shall be valued at Seller's cost, consistent with past practices; provided, however, that such amount shall not exceed $35,000 (the "Inventory Value"). The City shall pay such amount to Seller by certified check, bank wire transfer, or such other method as is acceptable to Seller. 3 SELLER'S REPRESENTATIONS AND WARRANTIES. The Seller represents and warrants to the City, as of the date of this Agreement and as of the Closing Date, as follows: (a) The Seller is, and on the Closing Date will be, a corporation duly organized and existing and in good standing under the laws of the State of Ohio, with corporate power and authority to own its properties and carry on its businesses as now conducted. The Seller has, and on the Closing Date will have, full corporate power and authority to execute this Agreement and to sell and convey the Property to the City hereunder; (b) The Seller has, and on the Closing Date will have and will convey to the City, good and marketable fee simple title to the Property, free and clear of all restrictions, liens, easements, leases and other encumbrances except for zoning ordinances, taxes and assessments, both general and special, not due and payable on the Closing Date, and other restrictions or matters of record, including but not limited to such items which may be set forth in any Title Commitment or Title Policy obtained by or delivered to the City; (c) The Seller is not a party to or, to its knowledge, threatened by any litigation, proceedings or controversy (including any condemnation proceedings) before any court or governmental agency which might affect any ~j ~ the Property to be sold and conveyed pursuant to this Agreement or Seller's power to convey such Property and is 3 -- ~ ._~.~,~,.~n ~~,~~~, . ~.~ .r,.~ U...~ v~~~_.~_