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state of facts or other matter which was not disclosed to Buyer priorhJ the Closing Date; and (b) written notice
<br /> containing adescription ofthe specific nature [f such breach isdelivered bvBuyer toSeller prior to the expiration of
<br /> said twelve (12) month survival period, and an action with respect tmsuch breach(es) is commenced against Seller
<br /> within twelve (12) months after Closing Deba , If, etany time prior to the Closing Date, Seller acquires knowledge of
<br /> events qrcircumstances which render the representations set forth in this paragraph inaccurate in any material
<br /> respect, Seller shall immediately notify Buyer|nwriting.
<br /> Except as set forth in this Section 6, neither Seller nor any real estate broker, agent orother representative of Seller
<br /> has made any representations or warranties whatsoever regarding this transaction u/ any fact relating thereto,
<br /> |Oc|WdjNg. without liOlit@tiQM, the condition of the Property. Buyer has not r8|ied, and will not rely on. and Seller is riot
<br /> liable or bound by, any express or implied warmamt|eo. Qoarontiem, statements, representations or information
<br /> pertaining to the Property or relating them*tu, to whomever made or given, directly or hndirect'�, verbally or in writing,
<br /> made or furnished by: (i) Seller, other than those specifically set forth in this Agreement; (ii) any real eateba broker
<br /> oragent representing Vrpurporting borepresent 8eUe� or(hhh) any other third party,
<br /> Seller agrees tOindemnify and hold Buyer harmless from and against, and to reimburse Buyer with respect toany and
<br /> all claims, |nvmeNgaMons, demonde, causes of action, loss, damage, liabilities, and costs asserted against orincurred
<br /> by Buyer, including reasonable attorneys' fees, by reason oforarising out ofthe breach of any representation or
<br /> warranty as set forth in this Section 8. If, atany time prior to the Closing Date, Seller ecqWmys knowledge of events or
<br /> circumstances which render the representations set forth in this paragraph inaccurate in any respect, Seller shall
<br /> immediately muhfv Buyer, in writing,
<br /> 7. Representations and Warranties of Buyer,. Buyer represents and warrants to Seller that Buyer is duly
<br /> ong8nized, eaiatinQ, and qualified to do business under the laws of the Sbeha of Minnesota; Buyer has duly and validly
<br /> authorized and executed this Agreement, and has fW|| power to enter into and perform this Agreement pursuant to its
<br /> terms; the person signing this Agreement inauthorized bvBuyer todoso; the execution and delivery ofthis Ao^eennont,
<br /> and the conaunmrnatiomofthe transaction conbemp|ahydhereby, w/iUnot constitute a defamltmmde/ Buye�s-governing
<br /> documents, or under any agreements, mortgages, or other instruments to which Buyer is a party, and is not in
<br /> contravention of law, onjer, ondKmamoe, or regulation by which Buyer is bound or subject. Buyer is su|mamt and has the
<br /> financial capacity tOconsummate the transaction contemplated herein,
<br /> 8 transaction contemplated by this Agreement and all
<br /> the obligations of Buyer under this Agreement are subject to fulfillment nrwaiver, on or before the 120th d�ay after the
<br /> Effective Date(the"C�nitingency Date"), of the following conditions precedent("Contingencies"):
<br /> (a) Buyer shall have determined in its sole discretion that the Property is acceptable to Buyer in all
<br /> respects, including vviUhnwt ||mmiba1iom, physical statue or condition of the Property (including without
<br /> |imitatiom, environmental, geotechnical (soil), wet|emd, flnudp|a|D, drainage and availability of adequate
<br /> aomaaa and utiKh8em), economic feasibility of development and market feasibility. Buyer may determine
<br /> the same from review nfthe Property Information and the Inspections performed pursuant to Section
<br /> 4, and any other inquiries urother examinations, studies nrevaluations mfthe Property, if any, which
<br /> Buyer elects to perform or to have perfornned, and by taking: into consideration such facts as Buyer
<br /> deems relevant,
<br /> (b) Buyer aho|| have approved of and/or obtained all zoming, rezoning, maManoa, permits, approvals,
<br /> |icemseo, easements and agreements, including, without limitation, an approved site plan and plat for
<br /> the Property (collectively, "Approvals") from the City of Centerville or any other such 0lQOic|pa|
<br /> authority orgovernment authority having jurisdiction over the Property deemed necessary byBuyer to
<br /> permit Buyer's intended use and development cf the Property (collectively"Approval Cont|ogenov^),
<br /> (c) Buyer shall have secured financing for the Purchase Price, upon: terms satisfactory tothe Buyer, inthe
<br /> exercise mfits sole discretion, and the proceeds ofsuch financing shall! beavailable at Closing.
<br /> If Buyer determines, in its sole discretion, that the Property is not suitable or acceptable to Buyer or that the
<br /> foregoing contingencies have not been fulfilled or satisfied to the satisfaction of Buyer, them Buyer shall have the
<br /> right to terminate this Agreement by delivering written notice of its election to terminate to Seller atany time prior to
<br /> 5:00 p.m. Central Time on the Contingency Date, If Buyer delivers written notice of termination to Seller on or
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