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457530v2 SJS EL185-33 8
<br />laws, ordinances, or regulations of any government or other body, except as stated above. The
<br />Buyer acknowledges and agrees that the EDA has not made and does not make any representations,
<br />warranties, or covenants of any kind or character whatsoever, whether expressed or implied, with
<br />respect to warranty of income potential, operating expenses, uses, habitability, tenant ability, or
<br />suitability for any purpose, merchantability, or fitness of the Property for a particular purpose, all of
<br />which warranties EDA hereby expressly disclaims, except as stated above. The Buyer is relying
<br />entirely upon information and knowledge obtained from the Buyer’s own investigation, experience
<br />and knowledge obtained from the Buyer’s own investigation, experience or personal inspection of
<br />the Property. The Buyer expressly assumes, at closing, all environmental and other liabilities with
<br />respect to the Property and release and indemnify the EDA from same, whether such liability is
<br />imposed by statute or derived from common law including, but not limited to, liabilities arising
<br />under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),
<br />the Hazardous and Solid Waste Amendments Act, the Resource Conservation and Recovery Act
<br />(“RCRA”), the federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic
<br />Substances Act, the Superfund Amendments and Reauthorization Act, the Toxic Substances
<br />Control Act and the Hazardous Materials Transportation Act, all as amended, and all other
<br />comparable federal, state or local environmental conservation or protection laws, rules or
<br />regulations. The foregoing assumption and release shall survive Closing. All statements of fact or
<br />disclosures, if any, made in this Agreement or in connection with this Agreement, do not constitute
<br />warranties or representations of any nature. The foregoing provision shall survive Closing and shall
<br />not be deemed merged into any instrument of conveyance delivered at Closing.
<br />11.REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer
<br />represents and warrants to the EDA that the Buyer is a Minnesota corporation; that the Buyer has
<br />the requisite capacity, power and authority to enter into this Agreement and the Buyer’s Closing
<br />Documents; such execution, delivery and performance by the Buyer of such documents does not
<br />conflict with or result in a violation of any judgment, order or decree of any court or arbiter to
<br />which the Buyer is a party; such documents are valid and binding obligations of the Buyer, and
<br />are enforceable in accordance with their terms.
<br />12.CONDEMNATION. If, prior to the Closing, eminent domain proceedings are
<br />commenced against all or any material part of the Property, the EDA shall immediately give
<br />notice to the Buyer of such fact and at the Buyer’s option (to be exercised within 15 days after the
<br />EDA’s notice), this Agreement shall terminate, in which event neither party will have further
<br />obligations under this Agreement. The earnest money paid by the Buyer shall be returned to the
<br />Buyer. If the Buyer fails to give such notice, then there shall be no reduction in the Purchase
<br />Price, and the EDA shall assign to the Buyer at the Closing all of EDA’s right, title and interest in
<br />and to any award made or to be made in the condemnation proceedings. Prior to the Closing, the
<br />EDA shall not designate counsel, appear in, or otherwise act with respect to the condemnation
<br />proceedings without the Buyer’s prior written consent. For purposes of this section, the words “a
<br />material part” means a part if acquired by a condemning authority would materially hinder
<br />Buyer’s operations on the Property.
<br />13.COMMISSIONS. With the exception of the Buyer’s Broker, both the Buyer and the
<br />EDA represent that they have not entered into a contract with any other real estate broker,
<br />whereby the broker is entitled to a commission resulting from the transaction contemplated by
<br />this Agreement. Each party agrees to indemnify, defend and hold harmless the other party
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