4.3. SR 11-02-2015 - Laserfiche WebLink

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adjusted to account for such parcel not being purchased. In the event Purchaser elects to terminate this Agreement, upon such termination, neither party shall have any further rights or obligations under this Agreement, except to the extent any rights or obligations expressly survive such termination. ARTICLE 4 - REPRESENTATIONS AND WARRANTIES 4.1 "As Is" Sale and Release. Subject only to the express representations and warranties made under this Agreement, Purchaser is purchasing the Property "as is" and "where is" based on its own investigation and inquiry and is not relying on any representation or warranty of Seller. Subject only to the express representations and warranties made under this Agreement, Purchaser waives any and all warranties pertaining to the Property whether express, implied, statutory or other. Subject only to the express representations and warranties made under this Agreement, Purchaser hereby forever waives, releases and covenants not to bring any demand, claim, cost recovery action or lawsuit it may now or hereafter have or accrue against Seller, its officials, employees, agents, contractors and assigns arising from any environmental release or matter related to the Property, including, but not limited to: (a) any hazardous substances currently located or which come to be located within the Property; or(b) the release of any hazardous substances into, from or through the Property, whether or not attributable to the handling, storage, generation, transportation or disposal of hazardous substances or the mere presence of hazardous substances within the Property; or (c) any hazardous substances which have migrated, leached or traveled onto or off of the Property from any source. This section shall survive and be enforceable for an unlimited period after the date of Closing and delivery of the deed. 4.2 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: (a) Organization and Authority. Seller is a municipal corporation duly organized and validly existing in good standing under the laws of Minnesota. Seller has the requisite power and authority to enter into and perform this Agreement. Seller has or will have the requisite power and authority to transfer all of the Property in accordance with this Agreement. The persons signing this Agreement and Seller's closing documents on behalf of the Seller are authorized to do so. (b) Exclusive Right to Purchase. With the exception of discussions with the fee owners of Parcels I and 3, Seller and its agents shall not conduct any discussions or negotiations or respond in writing to any solicitations by third parties relating to the purchase of the Property during the term of this Agreement. Seller has not entered into any other contracts for the sale of the Property, nor has Seller granted any rights of first refusal or options to purchase the Property or any other rights to others that might prevent the consummation of this Agreement, and Seller will not enter into any such contracts relating to the sale of the Property with any other parties. (c) Due Diligence Materials and Other Documents Provided by Seller. Seller shall deliver to Purchaser, within five days after the Effective Date, copies of all of the following relating to or affecting the Property which Seller has access to or are in Seller's possession or control: soil and environmental reports and tests; inspection notices, reports and results; surveys; site plans; title work;property tax and special assessment bills together with any notices concerning assessment, valuation or property tax or special assessment; agreements with any governmental authority; notices of violation from and other correspondences with governmental authority; governmental authority and third party consultants responses and conclusions with respect to review of the Property; and any other material correspondences and documents, notices and items relating to or affecting Purchase Agreement Page 6 of 13 469680v2 SJS EL185-36