2023-03-08 CC Packet - Laserfiche WebLink

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C. The conveyance of the Property pursuant hereto will not violate any applicable statute, ordinance, governmental restriction or regulation, or any private restriction or agreement. D. There is no litigation pending, or to the best knowledge of Seller, investigation, condemnation or proceeding of any kind threatened against the Seller which may have a material adverse affect upon the Property. E. There are no outstanding or unpaid claims, actions, or causes of action related to any transaction or obligation entered into or incurred by Seller with respect to the Property prior to the date hereof. F. Seller shall be solely responsible for the payment of commissions, fees, or other amounts owner to the Titus Commercial Real Estate. Buyer and Seller each shall indemnify the other for any finder's and consultant's fees for which they are respectively responsible. Seller is responsible to pay all brokerage claims and commissions and shall hold Buyer harmless from any claims therefore. G. Seller has not used the Property for the storage or disposal of any hazardous substance as defined in Minnesota Statutes Section 11513.02, subdivision 8 and Seller has no knowledge or belief that any other person has so used the Property; it being understood and agreed that the foregoing representation shall be recited in such recordable instrument as determined by the parties hereto. H. Seller is not a "foreign person" (as defined in Section 1445(f) (3) of the Internal Revenue Code and regulations issued thereunder). I. To Seller's knowledge, without independent inquiry, there are no wells on the Property. J. If the Property contained an underground storage tank, Seller shall provide an affidavit, which certifies as to compliance with all applicable law concerning the removal thereof. Seller hereby agrees that the truthfulness of each of said representations and warranties and all other representations and warranties herein made in a condition precedent to the performance by Buyer of Buyer's obligations hereunder; and that the said representations and warranties shall be true as of the date hereof and on the Date of closing. Upon the breach of any thereof, Buyer, prior to the Date of Closing, may declare this Agreement to be null and void, or Buyer may elect to close this sale. If Buyer elects to declare this Agreement null and void, neither party shall have any rights or obligations hereunder, except that all earnest money herein paid shall be promptly refunded to Buyer. Seller shall indemnify Buyer, its successors and assigns, against, and shall hold Buyer, its successors and assigns, harmless from, any costs, expenses or damages of any kind of nature, including reasonable attorneys' fees, which Buyer may incur because of any breach, or claim of breach, of any of the representations and warranties herein contained, whether prior to or after the Date of Closing. While Buyer will advise Seller at closing of any breach within Buyer's actual knowledge, consummation of this Agreement by Buyer with knowledge of any such Breach shall not be deemed a waiver or release by buyer of any claims hereunder due to such breach. All warranties, representations and indemnifications herein contained shall survive closing for the benefit of Buyer. 2 Centerville - Purchase Agreement 1737 Main Street - version 03032023-2