|
COMMERCIAL PURCHASE AGREEMENT
<br /> 141. Page 4 Date 10/06/14
<br /> 142. Property located at 7087 20th Avenue South Centerville
<br /> 143. REPRESENTATIONS AND WARRANTIES OF SELLER: The following representations made are to the best
<br /> 144. of Seller's knowledge.
<br /> 145. There is no action,litigation,investigation,condemnation or other proceeding of any kind pending or threatened against
<br /> 146. Seller or any portion of the Property. In the event Seller becomes aware of any such proceeding prior to closing, Seller
<br /> 147. will promptly notify Buyer of such proceeding.
<br /> 148. The Property is in compliance with all applicable provisions of all planning, zoning and subdivision rules, regulations
<br /> 149. and statutes. Seller has obtained all necessary licenses, permits and approvals necessary for the ownership and
<br /> 150. operation of the Property.
<br /> 151. Prior to the closing, payment in full will have been made for all labor, materials, machinery, fixtures or tools furnished
<br /> 152. within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any
<br /> 153. structure on, or improvement to, the Property.
<br /> 154. Seller has not received any notice from any governmental authority as to condemnation proceedings, or violation of
<br /> 155. any law, ordinance, regulation, code, or order affecting the Property. If the Property is subject to restrictive covenants,
<br /> 156. Seller has not received any notice from any person or authority as to a breach of the covenants. Any such notices
<br /> 157. received by Seller shall be provided to Buyer immediately.
<br /> 158. Seller has not executed any options to purchase, rights of first refusal, or any other agreements giving any person or
<br /> 159. other entity the right to purchase or otherwise acquire any interest in the Property,and Seller is unaware of any options
<br /> 160. to purchase, rights of first refusal, or other similar rights affecting the Property.
<br /> 161. Seller is not a"foreign person,""foreign partnership,""foreign trust,"or"foreign estate,"as those terms are defined in
<br /> 162. Section 1445 of the Internal Revenue Code.
<br /> 163. The legal description of the real property to be conveyed has been or shall be approved for recording as of the date
<br /> 164. of closing.
<br /> 165. If Seller is an organized entity, Seller represents and warrants to Buyer that Seller is duly organized and is in good
<br /> 166. standing under the laws of the state of Minnesota; that Seller is duly qualified to transact business in the State of
<br /> 167. Minnesota;that Seller has the requisite organizational power and authority to enter into this Purchase Agreement and
<br /> 168. the Seller's Closing Documents signed by it; such documents have been duly authorized by all necessary action on
<br /> 169. the part of Seller and have been duly executed and delivered;that the execution,delivery and performance by Seller of
<br /> 170. such documents do not conflict with or result in a violation of Seller's organizational documents or Bylaws or any judgment,
<br /> 171. order or decree of any court or arbiter to which Seller is a party;and that such documents are valid and binding obligations
<br /> 172. of Seller, and are enforceable in accordance with their terms.
<br /> 173. Seller will indemnify Buyer, its successors and assigns, against and will hold Buyer, its successors and assigns,
<br /> 174. harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the
<br /> 175. breach of any of the above representations and warranties,whether such breach is discovered before or after the date
<br /> 176. of closing.
<br /> 177. See attached Addendum to Commercial Purchase Agreement: Due Diligence, if any, for additional representations
<br /> 178. and warranties.
<br /> 179. REPRESENTATIONS AND WARRANTIES OF BUYER: If Buyer is an organized entity, Buyer represents and warrants
<br /> 180. to Seller that Buyer is duly organized and is in good standing under the laws of the state of Minnesota;that Buyer is
<br /> 181. duly qualified to transact business in the State of Minnesota; that Buyer has the requisite organizational power and
<br /> 182. authority to enter into this Purchase Agreement and the Buyer's Closing Documents signed by it; such documents
<br /> 183. have been duly authorized by all necessary action on the part of Buyer and have been duly executed and delivered;
<br /> 184. that the execution, delivery and performance by Buyer of such documents do not conflict with or result in a violation
<br /> 185. of Buyer's organizational documents or Bylaws or any judgment, order or decree of any court or arbiter to which Buyer
<br /> 186. is a party;and that such documents are valid and binding obligations of Buyer, and are enforceable in accordance with
<br /> 187. their terms. Buyer will indemnify Seller, its successors and assigns, against and will hold Seller, its successors and
<br /> 188. assigns, harmless from, any expenses or damages, including reasonable attorneys'fees, that Seller incurs because
<br /> 189. of the breach of any of the above representations and warranties, whether such breach is discovered before or after
<br /> 190. the date of closing.
<br /> 191. TIME IS OFTHE ESSENCE FOR ALL PROVISIONS OFTHIS CONTRACT.
<br /> 192. CALCULATION OF DAYS: Any calculation of days begins on the first day (calendar or Business Days as specified)
<br /> 193. following the occurrence of the event specified and includes subsequent days(calendar or Business Days as specified)
<br /> 194. ending at 11:59 P.M.on the last day.
<br /> MNC:PA-4(8/14)
<br /> lnsfanr'',t
<br />
|