USE OF THE
REAL PROPERTY IN GENERAL.
III.
BILL OF SALE.
A BILL OF SALE, IN FORM REASONABLY SATISFACTORY
TO BUYER, CONVEYING THE PERSONAL PROPERTY TO BUYER, FREE AND CLEAR OF ALL LIENS
AND ENCUMBRANCES.
IV.
ASSIGNMENT OF CONTRACTS.
AN ASSIGNMENT AND ASSUMPTION OF
CONTRACTS, IN FORM REASONABLY SATISFACTORY TO BUYER, CONVEYING CONTRACTS TO
BUYER, FREE AND CLEAR OF ALL ENCUMBRANCES, TOGETHER WITH THE CONSENT OF ALL
PARTIES HAVING A RIGHT TO CONSENT TO SUCH ASSIGNMENT.
V.
TITLE POLICY.
THE TITLE POLICY, OR A SUITABLY MARKED-UP
COMMITMENT FOR TITLE INSURANCE INITIALED BY TITLE, IN THE FORM REQUIRED BY THIS
AGREEMENT.
VI.
BRING-DOWN CERTIFICATE.
THE BRING-DOWN CERTIFICATE (AS DEFINED
IN SECTION 6.A.
VII.
SELLER'S AFFIDAVIT.
AN AFFIDAVIT OF TITLE BY SELLER INDICATING
THAT ON THE CLOSING DATE THERE ARE NO OUTSTANDING, UNSATISFIED JUDGMENTS, TAX
LIENS OR BANKRUPTCIES AGAINST OR INVOLVING SELLER OR THE PROPERTY; THAT THERE
HAS BEEN NO SKILL, LABOR OR MATERIAL FURNISHED TO THE PROPERTY AT THE INSTANCE
OF SELLER FOR WHICH PAYMENT HAS NOT BEEN MADE OR FOR WHICH MECHANICS' LIENS
COULD BE FILED; AND THAT THERE ARE NO OTHER UNRECORDED INTERESTS IN THE PROPERTY
CREATED OR SUFFERED BY SELLER; TOGETHER WITH WHATEVER STANDARD OWNER'S AFFIDAVIT
AND/OR INDEMNITY WHICH MAY BE REQUIRED BY TITLE TO ISSUE AN OWNER'S POLICY OF
TITLE INSURANCE WITH THE STANDARD EXCEPTIONS WAIVED.
VIII.
FIRPTA AFFIDAVIT.
A NON-FOREIGN AFFIDAVIT, PROPERLY EXECUTED,
CONTAINING SUCH INFORMATION AS IS REQUIRED BY IRC SECTION 1445(B)(2) AND ITS
REGULATIONS.
IX.
OTHER DOCUMENTS.
ALL OTHER DOCUMENTS REASONABLY DETERMINED BY
BUYER TO BE NECESSARY TO TRANSFER THE PROPERTY TO BUYER FREE AND CLEAR OF ALL
ENCUMBRANCES, EXCEPT THE PERMITTED ENCUMBRANCES.
B.
BUYER'S CLOSING OBLIGATIONS.
ON THE CLOSING DATE, BUYER WILL
EXECUTE AND/OR DELIVER TO SELLER THE FOLLOWING (COLLECTIVELY "BUYER'S CLOSING
DOCUMENTS") IN FORM REASONABLY SATISFACTORY TO SELLER:
I.
DOCUMENTS.
SUCH AFFIDAVITS OF BUYER, CERTIFICATES OF VALUE OR
OTHER DOCUMENTS AS MAY BE REASONABLY REQUIRED BY TITLE IN ORDER TO
8
RECORD THE SELLER'S CLOSING DOCUMENTS AND ISSUE THE TITLE INSURANCE POLICY
REQUIRED BY THIS AGREEMENT; AND
II.
PURCHASE PRICE.
PAYMENT BY BUYER TO SELLER OF PURCHASE PRICE.
9.
MISCELLANEOUS PROVISIONS.
A.
PERFORMANCE.
TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS
AGREEMENT.
B.
SURVIVAL.
ALL OF THE TERMS OF THIS AGREEMENT TO BE PERFORMED OR
ENFORCEABLE AFTER THE CLOSING SHALL SURVIVE THE CLOSING AND DELIVERY OF THE
WARRANTY DEED TO BUYER, AND SHALL BE ENFORCEABLE AFTER THE CLOSING.
C.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN BY ANY
PARTY UPON THE OTHER IS GIVEN IN ACCORDANCE WITH THIS AGREEMENT IF IT IS
DIRECTED TO SELLER BY DELIVERING IT PERSONALLY TO SELLER; OR IF IT IS DIRECTED
TO BUYER, BY DELIVERING IT PERSONALLY TO BUYER; OR IF MAILED BY UNITED STATES
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID; OR IF
TRANSMITTED BY FACSIMILE, COPY FOLLOWED BY MAILED NOTICE AS ABOVE REQUIRED; OR
IF OVERNIGHT COURIER, PROPERLY ADDRESSED AS FOLLOWS:
If to Buyer:
Benchmark Electronics, Inc.
Attn:
Jamey Lideen
Winona Division
4065 Theurer Blvd.
Winona, MN
55987