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except a current mortgage, current real estate taxes, assessments (pending and levied), deferred real estate taxes under Green Acres and. easements of record. (c) Proceedings, There is no action, litigation, investigation, condemnation,. eminent domain or proceeding of any kind pending or to the best knowledge of Seller threatened against Seller or any portion of the Property. Except as herein expressly stated, Buyer is ptirchasing.the Property based upon its. own. investigation and inquiry and is not relying on any representation of Seiler or any Other person and is agreeing to accept axid purchase the Property "as is, where is," subject to the conditions of examination herein.set forth and the express warranties herein contained.. Each of the representations and warranties herein contained shall survive the Closing.. Wherever herein a representation is made to "the bestknowledge of Seller," such representation is limited.to the knowledge of Seller as to facts or matters, which Seiler actually knew as of the date of this agreement. Consummation of this Agreement by Buyer with knowledge of any such breach by Seller will constitute a waiver and release of Seller by Buyer of any claims due to such breach. 9. Representations and Warranties b►-Buyer: Buyer represents and warrants to Seller that it is a duly organized municipality under the laws of the State of Nlinnesota;. the persons signing this Agreement on behalf of Buyer have the requisite power and authority to enter into this Agreement; and Buyer has taken or will take within the.next Forty-five (45) days all necessary actions to approve this transaction.including the publishing of the required notice for (a) issuance of Bonds for purchase. of the Property to be used as park land and (b) to purchase under a contract for deed. the adjacent property described in Exhibit "C" from Seller: Buyetfurther represents that performance by Buyer of this :Agreement or signing of .any documents required by this Agreement will not conflict with or result in violation of any state statutes governing Buyer, any municipal ordinances, or any.judgment; order or decree of any court or arbiter to which Buyer is a ply, As provided in this Agreement, Buyer will indemnify Seller, its successors and assigns,. against, and will hold Seller; its successors and assigns, harmless from; any expenses of damages; including reasonable attorneys` fees, that Seller incurs because of the breach of any of the above representations,. covenants and warranties contained in the Agreement, whether such breach is discovered before or after closing. Consummation of this Agreement by Seller with knowledge of. any such breach by Buyer will not constitute a waiver or release by Seller of.any .claims duo to such breach. 10, Assignment, Upon Ten (.10) days written notice, either party may assign its rights under this Agreement. Any such assignment will not relieve the assigning party of its obligations under itiis Agreement. 11. Survival. All of the. terms of this Agreement will survive and be enforceable by the patties after the Closing. 12, Notices, Any. notice. required or permitted to be given by any party upon the other is. .given is accordance with this Agreement if it is directed to Seller by delivering it personally to. Seller, or. if it. is directed to Buyer, by delivering it personally to an officer of Buyer, or.rf xnailed.in.a sealed wrapper by United States registered or.certified:mail, return receipt requested; postage prepaid, or if deposited cost paid with a. nationally recognized, reputable overnight courier, properly addressed.as follows: -7-