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Buyer does not exercise its right of termination,then(i)any and all proceeds arising out of any such eminent domain or
<br /> taking shall be held in trust by Seller for the benefit of Buyer and paid to Buyer at Closing; (ii) the "Property'shall
<br /> thereafter be defined to mean the Property less the portion taken by eminent domain or condemnation, and (iii) the
<br /> Purchase Price shall not be adjusted.
<br /> 6. Representations and Warranties of Seller.Seller represents and warrants to Buyer that:
<br /> 6.1 No Violations Litigation or Condemnation. All notices of or violations of law or municipal ordinances, order,
<br /> rules noted or issued by any governmental authority having jurisdiction over the Property have been complied with or
<br /> will be complied with by the Closing Date.There is no actual or to Seller's knowledge,threatened action,litigation,or
<br /> proceeding by any organization, person, individual or governmental agency (including governmental actions under
<br /> condemnation authority or similar proceedings)affecting the Property. No action in condemnation or eminent domain
<br /> proceedings are now pending or,to Seller's knowledge,contemplated against the Property.
<br /> 6.2 FIRPTA.Seller is not"a foreign person"as defined in Section 1445 of the Internal Revenue Code of 1986 and
<br /> any treasury regulations promulgated thereunder.
<br /> 6.3 Marketable Title. Seller has good and marketable fee simple title interest in the Property subject only to the
<br /> exceptions to title disclosed in the Commitment or Survey.
<br /> 6.4 Liens and Encumbrances; No Unpaid Services.The Property will,as of the Closing Date,be free and clear of
<br /> all liens,security interests,all encumbrances,leases,unrecorded agreements,or other restrictions or objections to title
<br /> except as permitted by this Agreement.All services,labor or material which have been furnished to the Property by or
<br /> for Seller have been fully paid for or will be fully paid for prior to or on the Closing Date so that no lien for services or
<br /> materials rendered can subsequently be asserted against the Property.
<br /> 6.5 Business Authorization. Seller is duly organized, existing, and qualified to do business under the laws of the
<br /> State of Minnesota;Seller has duly and validly authorized and executed this Agreement,and has full power to enter into
<br /> and perform this Agreement pursuant to its terms;the person signing this Agreement is authorized by Seller to do so;
<br /> the execution and delivery of this Agreement,and the consummation of the transaction contemplated hereby,will not
<br /> constitute a default under Seller's governing documents,or under any agreements,mortgages,or other instruments to
<br /> which Seller is a party, and is not in contravention of law, order, ordinance, or regulation by which Seller is bound or
<br /> subject.
<br /> 6.6 Disclosures. Seller discloses that there is not a well on the Property and Seller will sign and deliver a well
<br /> disclosure certificate in conformance with Minnesota law to Buyer simultaneously with the execution of this Agreement.
<br /> To the extent there is a well and the well is not used or is abandoned,Seller will,at its sole cost and expense,seal the
<br /> well in conformance with applicable Minnesota law prior to the Closing Date and deliver documentation to Buyer
<br /> confirming same. Except for any well disclosed by Seller to Buyer in the well disclosure certificate,there are no oth
<br /> wells, private septic systems, above ground storage tanks, or underground storage tanks on, under or about ter
<br /> he
<br /> Property.
<br /> 6.7 Environmental Matters. Seller has not used the Property for, or engaged in the business of, the generation,
<br /> transportation, storing, treating or disposing of any "hazardous materials", "hazardous substances", "pollutant", or
<br /> "contaminant"included within the definition of such terms under any federal, state or local statute, law, or ordinance
<br /> (collectively"Hazardous Materials"),including by way of illustration and not by way of limitation,the Clean Air Act,the
<br /> federal Water Pollution Control Act of 1972,the Resource Conservation and Recovery Act of 1976,the Comprehensive
<br /> Environmental Response,Compensation and Liability Act of 1980,the Toxic Substances Control Act,or the Minnesota
<br /> Environmental Response and Liability Act(including any amendments or extensions thereof and any rules,regulations,
<br /> standards or guidelines issued pursuant to any of said environmental laws)(collectively,"Environmental Laws").There
<br /> are no existing or pending remedial actions or other work,repairs,construction or capital expenditures with respect to
<br /> the Property in connection with the Environmental Laws,nor has Seller received any notice of any of the same.Seller
<br /> has no knowledge or belief that any other person has used the Property for the disposal of any Hazardous Materials,
<br /> nor has Seller knowingly permitted any person to so use the Property for the disposal of any Hazardous Materials.The
<br /> Property is not subject to any liens or claims by any governmental regulatory agencies or third parties arising from the
<br /> release or threatened release of Hazardous Materials in, on, or about the Property, and Seller is not aware of any
<br /> pending or contemplated search or investigation of the Property or any portion thereof with respect to any
<br /> environmental matter.To Seller's knowledge,the Property has not been used as landfill and there is no solid waste,
<br /> garbage,construction debris,road tailings,asphalt,concrete or foundations on,under or about the Property.No notices
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