CCP 12-15-1997 - Laserfiche WebLink

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DEC-12-1997 13:42 BRADLEY :1 DElVE, R.A. 612 926 5743 R.08 I' I judgments or decrees enacted by any Governmental Authority to regulate any ,. materials, wastes and/or, substances in the environment. (5) Seller possesses good and marketable fee simple title to the Property (or is a party 10 a valid and binding contract to acquire such title and will do so on or before I Closing and shall transfer title to the same to Purchaser by speeial warranty deed (the "Deed") dated as of the Closing, subject only to the Permitted Exceptions. I (6) The Land is assessed as a separate tax parcel by the taxing authorities having jurisdiction thereof. I (7) Seller is not a "foreign corporation, "foreign partnership" or "foreign estate" as those terms are defined in the Intema1 Revenue Code of 1986, as amended, and that Seller will furnish to Purchaser a so-called "FIRPTA" certifieate verifying the I foregoing. (B) Purchaser represents and warrants to Seller that Purehaser has the full authority I and power to execute this Agreement and to close the sale of the Property, which representation and warranty shall be deemed made by Purehaser to Seller as of the Final Execution Date and again as of the Closing Date, shall survive the Closing and, but for such representation and I. warranty, Seller would not execute this Agreement. 9. RISK OF LOSS; CONDEMNATION. .. (A) Seller shall bear the risk of loss until Closing. All hazard insurance, if any, I maintained by or on behalf of Seller in respect to the Property shall be canceled as of the Closing Date. I (B) If, prior to the Closing Date, all or any part of the Property shall be condemned by governmental or other lawful authority, Purchaser shall have the option of either (i) completing this transaction, in which event (a) there sha11 be no reduction of the Purehase Price, (b) Seller I shall have no duty to repair or restore, (c) Seller shall pay to Purehaser all condemnation proceeds theretofore or thereafter received by Seller with respect to such condemnation, (d) Seller shall assign to Purehaser all rights of Seller in and to such condemnation proceeds, and (e) I Seller shall furnish to Purehaser such documents, cooperation and assistance as Purchaser requires to enforce the rights of Seller with respect therelO; or (ii) term;nating this Agreement, in which event neither party shall have any further obligation 10 the other hereunder and the parties I shall execute an agreement in recordable form canceling this Agreement. 10. SUITABILITY; INSPECTIONPERlOD. I (A) Purchaser shall have from the date hereof until December -' 1997, (the "Inspection Period") to determine whether the Property is suitable for Purchaser's intended I development and operation with regard to the following criteria (the "Purchaser's Criteria"). Purchaser shall use diligent, good faith efforts to satisty the Purchaser's Criteria. " 7 I