Resolution 2010-71 - Laserfiche WebLink

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ARTICLE 5. THE CLOSING 5.1 The Closing. The Closing shall occur thirty (30) calendar days after the receipt of the Approvals but no later than three hundred ninety (390) calendar days after the Effective Date. Closing shall take place at 10:00 a.m. at the offices of the Title Company in Denver, Colorado (the "Closing Date or such earlier date or time or other place as the parties may agree in writing. 5.2 Obligations of Seller at Closing. Seller shall have the following obligations at Closing: 5.2.1 Seller shall execute, have acknowledged and deliver to Purchaser a special warranty deed conveying title to Purchaser to the Property subject only to the Permitted Exceptions free and clear of leases, tenancies and parties in possession. 5.2.2 Seller shall cause the Title Company to deliver to Purchaser either: (a) a current Owner's Policy on the Property to be issued pursuant to the Commitment showing no lien, encumbrance or other restriction other than the Permitted Exceptions; or (b) an unqualified written commitment from the Title Company to deliver such an Owner's Policy. 5.2.3 Seller shall deliver to Purchaser an affidavit setting forth Seller's federal tax identification number and certification that it is not a "foreign person" within the meaning of the Internal Revenue Code. 5.2.4 Seller shall execute such other documents as are reasonably required by the Title Company to effectuate the transaction contemplated herein. 5.2.5 Seller shall cooperate with Purchaser in Purchaser's efforts to cause the City to transfer all development rights, if any, associated with the Property to Purchaser; provided; however, the foregoing shall not be construed to require any expenditure of City funds. 5.3 Obligations of Purchaser at Closing. Purchaser shall deliver the Purchase Price less the amount of the Deposit to Seller, subject only to the adjustments set forth in Section 1.5 and Section 5.4, by certified or bank cashier's check or by wire transfer of federal funds at Seller's direction. Purchaser shall execute such other documents as are reasonably required by the Title Company to effectuate the transaction contemplated herein. 5.4 Closing Costs. Closing costs and adjustments shall be allocated as follows: 5.4.1 Seller will pay the cost of the Owner's Policy of Title Insurance to be provided pursuant to the terms of this Agreement, one -half of any escrow or other Title Company closing fees, and the fees of Seller's counsel. 5.4.2 All real property taxes levied against the Property and other regular expenses, if any, affecting the Property shall be paid or shall be prorated as of 11:59 p.m. 1303396_1 9