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<br /> Seller or Buyer will immediately notify the other party in writing of such change, If such change is materially
<br /> adverse to Buyer, Seller will then use its good faith efforts to cure such change after giving or receiving notice j
<br /> thereof as required herein and the Closing will be automatically postponed for up to 60 days in order to allow Seller
<br /> to care such change.In the event Seller so cures such change within such 60-day period,the Closing Date will be the
<br /> date 5 days after Seller cures the change, If Seller is unable to cure such change within such 60-day period,Buyer
<br /> may either(a)ler urinate this Agreement by written notice to Seller,in which case the Earnest Money will be returned
<br /> to Buyer and the parties will have no further rights or obligations hereunder,except for those which expressly survive
<br /> such ter•rnination, or(b)waive such right to terminate and proceed with the transaction pursuant to the remaining
<br /> terms and conditions of this Agreement. In the event Buyer elects option (b) in the preceding sentence or in the
<br /> event Buyer elects to close with the knowledge that a representation and/or warranty of Seller herein which was the
<br /> subject of notice pursuant to this Section 10.32 is untrue or incorrect, such representation and/or warranty will
<br /> be deemed to be automatically amended to reflect such change, The representations, warranties, and indemnity
<br /> contained in this Section 10 will survive the Closing.
<br /> Seller will indemnify Buyer,its successors and assigns, against,and will hold Buyer,its successors and as-
<br /> signs,harmless from,any expenses or damages,including reasonable attorneys'fees and remediation costs,that Buyer
<br /> incurs because of the breach of any of the above representations or warranties,for a period of twelve months after
<br /> Closing,whether such breach is discovered before or after Closing. Wherever herein a representation is made"to
<br /> the best knowledge of Seller,"or the"actual knowledge of Seller,"such representation is limited to the knowledge
<br /> of Patrick Gaughan, CEO of Gaughan Enterprises Inc., the general partner of Seller, and Dan Hebert, rental
<br /> manager,
<br /> Except as provided in this Section 10.3 2,consummation of this Agreement by Buyer with knowledge of any
<br /> such breach by Seller will not constitute a waiver or release by Buyer of any claims due to such breach.
<br /> "As-Is". Buyer accepts the Property "AS IS, WHERE IS AND WITH ALL FAULTS". ANY
<br /> OTHER WARRANTIES EXCEPT FOR SELLER'S REPRESENTATIONS HEREIN, EITHER EXPRESS
<br /> OR IMPLIED,OF THE PHYSICAL CONDITION OF THE PROPERTY ARE VOID. Buyer acknowledges
<br /> that it and its representatives have or before Closing will have fully inspected the Property or will be provided
<br /> with an adequate opportunity to do so, are or will be fully familiar with the financial and physical condition
<br /> thereof, and, except for Seller's Representations, that the Property has been purchased by Buyer in an"AS
<br /> IS"and"WHERE IS"condition and with all existing defects as a result of such inspections and investigations
<br /> and, subject to the express representations, and covenants of Seller contained in this Agreement, not in
<br /> reliance on any agreement,understanding,condition,warranty or representation made by Seller or any agent,
<br /> attorney, representative or principal of Seller or any other party as to the financial or physical condition or
<br /> safety of the Property or the condition or safety of the improvements. Buyer acknowledges that neither
<br /> Seller,nor any agent or employee of Seller nor any other party acting on behalf of Seller has made or shall be
<br /> deemed to have made any such agreement,condition,representation or warranty either expressed or implied,
<br /> other than as set forth in this Agreement. This Section shall survive Closing and delivery of the Deed,
<br /> 11. Representations and Warranties by Buyer. Buyer represents and warrants to Seller that Buyer is duly
<br /> formed and is in good standuig under the laws of the State of Minnesota; that Buyer is duly qualified to
<br /> transact business in the State of Minnesota; that Buyer has the requisite power and authority to enter into this
<br /> Agreement, the Option Agreement, and Buyer's Closing Documents signed by it; this Agreement, the Option
<br /> Agreement, and such documents have been,or will be as of the Closing Date,as applicable, duly authorized by all
<br /> necessary action on the part of Buyer and have been,or will be as of the Closing Date,as applicable, duly executed
<br /> and delivered; that the execution, delivery and performance by Buyer of such documents do not conflict with or
<br /> result ii violation of Buyer's governing documents or any judgment,order or decree of any court or arbiter to which
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