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representation is actionable or payable unless: (a)the breach in question results from, or is based on a condition,
<br /> state of facts or other matter which was not disclosed to Buyer prior to the Closing Date; and (b) written notice
<br /> containing a description of the specific nature of such breach is delivered by Buyer to Seller prior to the expiration of
<br /> said twelve(12) month survival period, and an action with respect to such breach(es)is commenced against Seller
<br /> within twelve(12)months after Closing Date. If,at any time prior to the Closing Date,Seller acquires knowledge of
<br /> events or circumstances which render the representations set forth in this paragraph inaccurate in any material
<br /> respect,Seller shall immediately notify Buyer in writing.
<br /> Except as set forth in this Section 6,neither Seller nor any real estate broker, agent or other representative of Seller
<br /> has made any representations or warranties whatsoever regarding this transaction or any fact relating thereto,
<br /> including,without limitation,the condition of the Property. Buyer has not relied,and will not rely on,and Seller is not
<br /> liable or bound by, any express or implied warranties, guaranties, statements, representations or information
<br /> pertaining to the Property or relating thereto,to whomever made or given,directly or indirectly,verbally or in writing,
<br /> made or furnished by: (i)Seller,other than those specifically set forth in this Agreement; (ii)any real estate broker
<br /> or agent representing or purporting to represent Seller;or(iii)any other third party.
<br /> Seller agrees to indemnify and hold Buyer harmless from and against,and to reimburse Buyer with respect to any and
<br /> all claims, investigations,demands, causes of action, loss,damage, liabilities, and costs asserted against or incurred
<br /> by Buyer, including reasonable attorneys' fees, by reason of or arising out of the breach of any representation or
<br /> warranty as set forth in this Section 6. If,at any time prior to the Closing Date,Seller acquires knowledge of events or
<br /> circumstances which render the representations set forth in this paragraph inaccurate in any respect, Seller shall
<br /> immediately notify Buyer,in writing.
<br /> 7. Representations and Warranties of Buyer. Buyer represents and warrants to Seller that Buyer is duly
<br /> organized,existing,and qualified to do business under the laws of the State of Minnesota;Buyer has duly and validly
<br /> authorized and executed this Agreement,and has full power to enter into and perform this Agreement pursuant to its
<br /> terms;the person signing this Agreement is authorized by Buyer to do so;the execution and delivery of this Agreement,
<br /> and the consummation of the transaction contemplated hereby,will not constitute a default under Buyer'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,order,ordinance,or regulation by which Buyer is bound or subject. Buyer is solvent and has the
<br /> financial capacity to consummate the transaction contemplated herein.
<br /> $x Buyer ;Contingencies to Ciosing.The Closing of the transaction contemplated by this Agreement and all
<br /> the obligations of Buyer under this Agreement are subject to fulfillment or waiver,on or before the 120" day after the Fieldde Changed
<br /> Effective Date(the"Contingency 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 without limitation, physical status or condition of the Property (including without
<br /> limitation,environmental,geotechnical(soil),wetland,floodplain,drainage and availability of adequate
<br /> access and utilities),economic feasibility of development and market feasibility.Buyer may determine
<br /> the same from review of the Property Information and the Inspections performed pursuant to Section
<br /> 4, and any other inquiries or other examinations,studies or evaluations of the Property,if any,which
<br /> Buyer elects to perform or to have performed, and by taking into consideration such facts as Buyer
<br /> deems relevant.
<br /> (b) Buyer shall have approved of and/or obtained all zoning, rezoning, variance, permits, approvals,
<br /> licenses,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 municipal
<br /> authority or government authority having jurisdiction over the Property deemed necessary by Buyer to
<br /> permit Buyer's intended use and development of the Property(collectively"Approval Contingency").
<br /> (c) Buyer shall have secured financing for the Purchase Price,upon terms satisfactory to the Buyer,in the
<br /> exercise of its sole discretion,and the proceeds of such financing shall be available 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, then Buyer shall have the
<br /> right to terminate this Agreement by delivering written notice of its election to terminate to Seller at any time prior to
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