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<br />Notwithstanding the above paragraph, all representations and warranties shall terminate on the
<br />Closing Date. Any claim by the Buyer not made by written notice delivered to the City before
<br />the date the representation or warranty terminates shall be deemed waived.
<br />10. “AS IS, WHERE IS.”
<br /> The Buyer acknowledges that the Buyer has inspected or has had
<br />the opportunity to inspect the Property and agrees to accept the Property “AS IS” with no right of
<br />set off or reduction in the Purchase Price. Such sale shall be without representation of warranties,
<br />express or implied, either oral or written, made by the City or any official, employee or agent of the
<br />City with respect to the physical condition of the Property, including but not limited to, the
<br />existence or absence of petroleum, hazardous substances, pollutants or contaminants in, on, or
<br />under, or affecting the Property or with respect to the compliance of the Property or its operation
<br />with any laws, ordinances, or regulations of any government or other body, except as stated above.
<br />The Buyer acknowledges and agrees that the City has not made and does not make any
<br />representations, warranties, or covenants of any kind or character whatsoever, whether expressed or
<br />implied, with respect to warranty of income potential, operating expenses, uses, habitability, tenant
<br />ability, or suitability for any purpose, merchantability, or fitness of the Property for a particular
<br />purpose, all of which warranties City hereby expressly disclaims, except as stated above. The
<br />Buyer is relying entirely upon information and knowledge obtained from the Buyer’s own
<br />investigation, experience and knowledge obtained from the Buyer’s own investigation, experience
<br />or personal inspection of the Property. The Buyer expressly assumes, at closing, all environmental
<br />and other liabilities with respect to the Property and release and indemnify the City from same,
<br />whether such liability is imposed by statute or derived from common law including, but not limited
<br />to, liabilities arising under the Comprehensive Environmental Response, Compensation and
<br />Liability Act (“CERCLA”), the Hazardous and Solid Waste Amendments Act, the Resource
<br />Conservation and Recovery Act (“RCRA”), the federal Water Pollution Control Act, the Safe
<br />Drinking Water Act, the Toxic Substances Act, the Superfund Amendments and Reauthorization
<br />Act, the Toxic Substances Control Act and the Hazardous Materials Transportation Act, all as
<br />amended, and all other comparable federal, state or local environmental conservation or protection
<br />laws, rules or regulations. The foregoing assumption and release shall survive Closing. All
<br />statements of fact or disclosures, if any, made in this Agreement or in connection with this
<br />Agreement, do not constitute warranties or representations of any nature. The foregoing provision
<br />shall survive Closing and shall not be deemed merged into any instrument of conveyance delivered
<br />at Closing.
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<br />11.REPRESENTATIONS AND WARRANTIES BY THE BUYER.
<br /> The Buyer
<br />represents and warrants to the City that the Buyer is a Minnesota limited liability company; that
<br />the Buyer has the requisite capacity, power and authority to enter into this Agreement and the
<br />Buyer’s Closing Documents; such execution, delivery and performance by the Buyer of such
<br />documents does not conflict with or result in a violation of any judgment, order or decree of any
<br />court or arbiter to which the Buyer is a party; such documents are valid and binding obligations
<br />of the Buyer, and are enforceable in accordance with their terms.
<br />12. CONDEMNATION; DAMAGE.
<br /> If, prior to the Closing, (i) eminent domain
<br />proceedings are commenced against all or any material part of the Property, or (ii) all or any part
<br />of the Property is substantially damaged by fire, casualty, the elements or any other cause, then
<br />the City shall immediately give notice to the Buyer of such fact and at the Buyer’s option (to be
<br />exercised within fifteen (15) days after the City’s notice), the Buyer may terminate this
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<br />455958v10 SJS EL185-31
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