4.2. ERMUSR 01-08-2013 - Laserfiche WebLink

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and safety, fire safety, and environmental codes and laws and such use is a legal conforming use. No notice of violations of the same have been received. (e) Litigation and Other Matters. Seller has received no notice, and has no knowledge of any pending notice, of a violation of any statutes, ordinances,regulations,judicial decrees, or orders, or the pendency of any lawsuits, administrative or arbitration hearings, governmental investigations, proceedings, applications, petitioners, or other matters affecting the Property or the use thereof. (f) Rights of Others to Purchase Property. Seller has not entered into any other contracts, agreements or understandings, whether oral or written, for the sale of all or any portion of the Property, and there are no existing rights of first refusal or options to purchase all or any portion of the Property, or any other rights of others that might prevent the consummation of this Agreement. (g) Utilities and Wells. The property is currently connected to City water and sewer systems and electricity service. There are no wells or individual sewage treatment systems on or serving the Property. (h) FIRPTA. Seller is not a "foreign person," "foreign partnership," "foreign trust" or "foreign estate,"as those terms are defined in Section 1445 of the Internal Revenue Code. (i) Assessments. Seller has not received any notice of any actual or proposed special assessments or reassessments of the Property. Q) Termination of Contracts. As of Closing, Seller has terminated all agreements that extend beyond closing. Seller will indemnify Buyer for any costs, expenses or damages incurred in terminating any agreements that were not so terminated. 9.) REPRESENTATIONS, WARRANTIES AND INDEMNITY BY BUYER. Buyer represents and warrants to Seller that Buyer is a Minnesota municipal utility; that Buyer is duly qualified to transact business in the State of Minnesota; that Buyer has the power and authority to execute this Agreement and any Buyer's Closing Documents signed by it; that all such documents have been duly authorized by all necessary action on the part of Buyer and at the Closing shall have been duly executed and delivered; 10.) DAMAGE. If, prior to the Closing Date, all or any part of the Property is damaged by fire, casualty, the elements or any other cause ("Damages"), Seller will immediately give notice to Buyer of any Damages, and, at Buyer's option (to be exercised by notice to Seller within thirty(30) days after receipt of Seller's notice), this Agreement will terminate and neither Seller nor Buyer will have any further rights or obligations under this Agreement, except for the Surviving Covenants. If Buyer does not elect to terminate this Agreement, Seller will promptly and diligently commence to repair the Damage and return the Property to its condition before to the Damage. If the Damage is completely repaired before the Closing Date, then the Purchase Price will not be reduced, and Seller will retain the proceeds of all insurance related to the Damage. If the Damage is not completely repaired prior to the Closing Date, then Buyer will complete the repairs after the Closing Date and will be entitled to receive the proceeds of all insurance related to Buyer's completion of the repairs. 5.