5.2 EDSR 10-20-2014 - Laserfiche WebLink

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The representations and warranties in this Section 8 shall survive the Closing for a period of 2 years. 9) REPRESENTATIONS, WARRANTIES AND INDEMNITY BY BUYER. Buyer represents and warrants to Seller as follows, which representations and warranties shall be true and correct as of the Closing: (a) 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 authorized by all necessary action on the part of Buyer and at the Closing shall have been duly executed and delivered; that the execution, delivery, and performance by Buyer of such documents does not conflict with or violate any judgment, order or decree of any court or arbiter or any agreement by which Buyer is bound; and that all such documents are valid and binding obligations of Buyer and are enforceable in accordance with their terms. (b) Buyer owns, or at Closing will own, the property located at 11110 Industrial Circle NW, Elk River, MN with a tax identification number of 75-659-0121, which property abuts the Property. (c) Buyer will not transfer title to the Property within one year of Closing without the consent of the Seller. The representations and warranties in this Section 9 shall survive the Closing for a period of 2 years. 10) ADDITIONAL PROVISIONS. (a) In the event that subsequent to the execution and delivery of the Warranty Deed the Buyer shall fail to complete construction of a paved parking lot for a minimum of 100 parking spaces in conformity with a site plan approved by the City ("Minimum Improvements") and obtain a Certificate of Completion within one year of the Date of Closing, and such failure shall not be cured within thirty (30) days after written notice to do so, or within a reasonable amount of time thereafter, then the Seller shall have the right to immediately re-enter and take possession of the Property and to terminate (and revest in the Seller)the estate conveyed by the Warranty Deed to the Buyer. The conveyance of the Property to the Buyer shall be made upon, and the Warranty Deed shall contain a condition subsequent to the effect that in the event of any default on the part of the Buyer and failure on the part of the Buyer to remedy, end, or abrogate such default within the period and in the manner stated herein, the Seller, at its option, may declare a termination in favor of the Seller of the title, and all of the rights and interests in and to the Property conveyed to the Buyer, and that such title and all rights and interests of the Buyer, and any assigns or successors in interest to and in the Property, shall revert to the Seller. 11) CONDEMNATION. If, prior to the Closing Date, any governmental entity commences any eminent domain proceedings ("Proceedings") against all or any part of the Property, Seller shall give notice to Buyer of such fact, and, at Buyer's option (to be exercised by notice to Seller within thirty (30) days after Seller's notice), this Agreement shall terminate. Upon such termination, neither Seller nor Buyer shall have any further rights or obligations under this 8 178525v7