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Resolution No 10-2024 - Agreement to Authorize the Purchase of 1150 E. Mishawaka Ave. (Kelly’s Pub)
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Resolution No 10-2024 - Agreement to Authorize the Purchase of 1150 E. Mishawaka Ave. (Kelly’s Pub)
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3/12/2024 2:48:01 PM
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Board of Public Works
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Resolutions
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3/12/2024
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2 <br />like, as applicable. <br /> <br />B. Authorizations During Due Diligence Period. Seller authorizes Buyer, as <br />of the Contract Date and continuing until the end of the Due Diligence Period (as defined <br />below), to enter upon the Property or to cause agents to enter upon the Property for purposes <br />of examination. If the transaction contemplated herein is not consummated, Buyer shall <br />promptly restore the Property to its condition prior to entry, and agrees to defend, <br />indemnify and hold Seller harmless, before and after the Closing Date, whether or not a <br />closing occurs and regardless of any cancellations or termination of this Agreement, from <br />any liability to any third party, loss or expense incurred by Seller, including without <br />limitation, reasonable attorney fees and costs arising from acts or omissions of Buyer or <br />Buyer's agents or representatives. <br /> <br />C. Due Diligence Period. Buyer shall have a period of thirty (30) days <br />following the Contract Date to complete its examination of the Property in accordance with <br />this Section 2 (the “Due Diligence Period”). Upon such written notice, the Parties may <br />proceed to Closing prior to the expiration of the Due Diligence period described in this <br />Section. <br /> <br />D. Termination of Agreement. If at any time within the Due Diligence Period, <br />Buyer determines, in its sole discretion, not to proceed with the purchase of the Property, <br />Buyer may terminate this Agreement, without liability or costs of any kind, by written <br />notice to Seller. <br /> <br />3. SELLER'S CEASING OF OPERATIONS <br /> <br />On or before March 26, 2024 at 6:00p.m., Seller will cease operating the Property as a Pub <br />and Restaurant and will not be open for any business to patrons after such time. <br /> <br />4. PRESERVATION OF TITLE AND CONDITION <br />A. Seller shall not take any action or allow any action to be taken by others to <br />cause the Property to become subject to any interests, liens, restrictions, easements, <br />covenants, reservations, or other matters affecting Seller’s title (such matters are referred <br />to as “Encumbrances”). <br /> <br />B. Seller hereby covenants that Seller will not alter the condition of the <br />Property at any time after the Contract Date. Further, Seller will not release any hazardous <br />substances on or near the Property and will not otherwise collect or store hazardous <br />substances or other materials, goods, refuse or debris at the Property. <br /> <br />5. TITLE COMMITMENT AND SURVEY <br />Seller acknowledges that Buyer intends to obtain, at Buyer’s sole expense, and to rely upon <br />a commitment for an owner's policy of title insurance (the “Title Commitment”) and a <br />survey of the Property (the “Survey”) identifying all Encumbrances as of the Contract Date.
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