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<br />7 <br />and charge the costs of such cure (including reasonable attorney’s fees) <br />against the escrowed amount. If such escrow is established, the parties agree <br />to execute and deliver such documents as may be reasonably required by Title <br />Company, and Seller agrees to pay the charges of the Title Company, to create <br />and administer the escrow; or <br /> <br />iii. Waive the Objections and proceed to Closing. <br /> <br />11. Representations and Warranties by Seller. Seller represents and warrants to Buyer as <br />follows (which representations and warranties shall be true and correct as of the date the <br />Seller signs this Agreement and as of the date of actual Closing): <br /> <br />11.1 Corporation; Authority. Seller is duly incorporated and is in good standing under <br />the laws of the State of Minnesota; Seller has the requisite corporate power and <br />authority to enter into and perform this Agreement and those Seller's Closing <br />Documents signed by it; such documents have been duly authorized by all <br />necessary corporate action on the part of Seller and have been duly executed and <br />delivered; such execution, delivery and performance by Seller of such documents <br />does not conflict with or result in a violation of Seller's Articles of Incorporation <br />or Bylaws, or any judgment, order, or decree of any court or arbiter to which <br />Seller is a party; such documents are valid and binding obligations of Seller, and <br />are enforceable in accordance with their terms. <br /> <br />11.2 Title to Real Property. Seller owns the Property, free and clear of all <br />encumbrances, except the encumbrances, if any, identified in the legal <br />description, or those approved by Buyer after review of the Title Evidence, which <br />shall become the “Permitted Encumbrances.” <br /> <br />11.3 Leases. There are no leases or other possessory rights of others regarding the <br />Real Property except as disclosed to Buyer. <br /> <br />11.4 Contracts. There are no Contracts affecting the Property, excepting any contracts <br />made for Lot 1, as referenced in Section 1.1.1 hereof. <br /> <br />11.5 Rights of Others to Purchase Property. Seller has not entered into any other <br />contracts for the sale of the Property, other than that disclosed in this Agreement, <br />nor are there any rights of first refusal or options to purchase the Property or any <br />other rights of others that might prevent the consummation of this Agreement. <br /> <br />11.6 Environmental Representations. The Seller has no knowledge of the presence of <br />any hazardous material located on the Real Estate. Further, the Seller has no <br />knowledge of any underground storage tanks, or wells on the Real Estate. Seller <br />has delivered to Buyer a current Phase I environmental report, and a Wetlands <br />Delineation of the Real Estate. <br /> <br />11.7 Indemnity. Seller will indemnify Buyer, against and will hold Buyer, its