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representation is actionable or payable uniess: (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, Seiler 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 Seger 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, verbaly or in writing,
<br />made or furnished by: (i) Seller, other than those specifically set forth in this Agreement; (tt) any real estate broker
<br />or agent representing or purporting to represent Seller, or (111) 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 shah
<br />imrnedWely notify Buyer, in wr".
<br />7. Repiesentadons and warranties of Buyer. Buyer represents and warrants to Seiler that Buyer is duty
<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, whl not constitute a default under Buyer's goveming
<br />documents, or under any agreements, mortgages, or other instruments to which Buyer is a party, and is not in
<br />contravention of low, 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 />& Buyer's Cordinuencies to Crosina. 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 12W' day after the
<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 />Imitation, environmental, geotechnical (soil), wetland, fioodplain, drainage and availability of adequate
<br />access and utilities), economic feasibility of development and market feasiblity. Buyer may determine
<br />the some 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 plot 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 prooseds of such financing shah 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 Seiler at any time prior to
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