4.3. SR 11-02-2015 - Laserfiche WebLink

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the Property. Seller shall also deliver to Purchaser, within five days after the Effective Date, correct and complete copies of all existing agreements or contracts related to or affecting the Property, including, but not limited to: any MnDOT, maintenance, management and service contracts, whether or not being assumed by Purchaser. The obligation of Seller to provide the above referenced items is ongoing through Closing in the event that Seller gains access to, or possession or control of, any additional or updated above referenced items after the Effective Date. Seller shall cooperate in all reasonable respects with Purchaser's due diligence efforts. Seller shall not be entitled to any compensation in connection with such cooperation. (d) Proceedings. There is no action, litigation, investigation, condemnation, eminent domain or proceeding of any kind pending or threatened against the Property to Seller's actual knowledge. Seller has not received any notice from any governmental authority as to the violation of any law, ordinance or regulation or from any third party as to the breach of any covenants or easements affecting the Property. (e) Wells, Individual Sewage Treatment Systems and Storage Tanks. There are no wells or individual sewage treatment systems, whether in use or abandoned, at the Property. To the Seller's actual knowledge, there are no underground or above ground storage tanks of any size or type at the Property. (f) Seller Activities shall not Change the Property. Seller shall not perform or authorize any activities that change the physical characteristics of the Property from its existing state as of the date of the Effective Date. Seller shall not perform or authorize any removal or alteration of any improvements, trees or vegetation at the Property and shall not perform or authorize any excavation or earth moving after the Effective Date. (g) Seller's Cooperation. Seller shall cooperate in all reasonable respects and in good faith with Purchaser in obtaining governmental and third party approvals, consents and agreements, and shall execute such applications, permits, agreements and other documents as may be reasonably required by Purchaser,provided that such items may be effective as of the Closing. This obligation shall include, but not be limited to, the cooperation of Seller in the subdivision of the Property by Purchaser so that the Property is legally subdivided tax parcels and the execution of any plat and other governmental agreements and documents required for this subdivision. Seller shall not be entitled to any compensation or reimbursement of costs in connection with such cooperation. The representations and warranties contained in this Section shall survive and shall be true and correct on the Effective Date and as of the Closing. Seller shall indemnify and hold Purchaser harmless from, any expenses or damages, including reasonable attorneys' fees, that Purchaser incurs by reason of, or arising out of, any breach of any of the above representations and warranties, whether such breach is discovered before or after Closing. This indemnification obligation of Seller shall survive Closing or any termination of this Agreement. ARTICLE 5 - CLOSING 5.1 Time and Place. The parcels of the Property may be purchased in multiple closings at different times. Each closing ("Closing") shall occur as follows. Purchaser shall be required to purchase both Parcels 2, and 4 together in one Closing, but may purchase one, all or none of Parcel 1 in the same or Purchase Agreement Page 7 of 13 469680v2 SJS EL185-36