4.7 SR 01-02-2018 - Laserfiche WebLink

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All representations and warranties made herein shall be deemed remade as of Closing and shall be true and correct as of Closing and shall be deemed to be material and to have been relied upon by the Parties, notwithstanding any investigation or other act of Developer heretofore or hereafter made, and shall survive Closing and execution and delivery of the deed. Section 3.12. Representations and Warranties Regarding City's Property. (a) Prior to the Closing, the City shall pay in full all amounts due for labor, materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the Closing in connection with construction, alteration or repair of any structure upon or improvement to the City's Property. (b) To the City's actual knowledge, without investigation, there are no legal actions, suits or other legal or administrative proceedings, pending or threatened, that affect the City's Property or any portion thereof, and the City has no actual knowledge that any such action is presently contemplated. (c) The City has good, indefeasible and marketable fee simple title to the City's Property, subject to the permitted encumbrances. The City has no actual knowledge of any unrecorded agreements, undertakings or restrictions which affect the City's Property. (d) To the City's actual knowledge, without investigation, there are no wells on the City's Property within the meaning of Minnesota Statutes, Section 103L235. To the City's actual knowledge, without investigation, there is no sewage generated at the New Resources Property to be managed, and there is no individual sewage treatment system located on or serving the New Resources Property. (e) The City has not relied on the Developer, its officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof regarding any tax consequences to the City regarding the land exchange contemplated by this Agreement and other amounts which may be paid by the City under this Agreement. All representations and warranties made herein shall be deemed remade as of Closing and shall be true and correct as of Closing and shall be deemed to be material and to have been relied upon by the Parties, notwithstanding any investigation or other act of City heretofore or hereafter made, and shall survive Closing and execution and delivery of the deeds. Section 3.13. No Business Subsidy. The City's Property and the New Resources Property are being exchanged for fair value as set forth in this Agreement. As such, this exchange transaction does not constitute a business subsidy within the meaning of Minnesota Statutes, Sections 116J.993 through 116J.995. Section 3.14. Tax Increment Financing. The City has established Tax Increment Financing (Redevelopment) District No. 24 (the Truck Shop Project) (the "TIF District") which includes the Developer's Minimum Improvements Property and the Public Improvement Property. Tax increments generated from the TIF District (the "Tax Increments"), including the Developer's Minimum Improvements Property, will be used by the City for administrative costs 15 512017v5 JSB BL185-52