6.1. EDSR 08-15-2022 - Laserfiche WebLink

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Laws any unsealed wells in accordance with applicable laws and regulations and provide Purchaser a copy of the sealing report. Prior to sealing, Seller will allow Purchaser’s environmental consultant to conduct such tests in the well(s) as Purchaser may request. g. To Seller’s actual knowledge, there are no underground tanks or septic systems located on the Real Property and there are no above ground or underground tanks or septic systems located on the Real Property which have been removed. If any underground tanks are located on the Property, then, prior to Closing and at Seller’s sole expense, Seller will remove the underground tanks and any related piping or other underground features in accordance with all Applicable Laws. At the time of any such removal, Seller will cause the Real Property in the area of each removed tank to be tested for petroleum releases in a manner reasonably acceptable to Purchaser and its environmental consultant and will promptly submit any required notices to and file any subsequent required reports with the applicable federal, state and local governmental authorities having jurisdiction (“Governmental Authorities”). Seller will promptly provide to Purchaser copies of the test results and any reports filed with the Governmental Authorities and other correspondence with the Governmental Authorities concerning the removed tanks. h. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments, or otherwise to authorize the execution, delivery, and performance of this Agreement and all the deeds, agreements, certificates, and other documents contemplated herein. This Agreement has been duly executed by and is a valid and binding agreement of Seller, enforceable in accordance with its terms, except as enforceability may be limited by equitable principles or by the laws of bankruptcy, insolvency, or other laws affecting creditors’ rights generally. i. Seller is a Minnesota body corporate and politic duly organized, validly existing and in good standing under the laws of the State of Minnesota. Seller will give Purchaser prompt written notice if it learns of anything which would affect or change any of the foregoing representations and warranties or any other representations or warranties of Seller in this Agreement. The notice will include a detailed explanation of the nature of the matter, and the warranty or warranties affected and/or changed. Seller will indemnify, defend, and hold Purchaser harmless from any loss, cost, damage, or expense, including, without limitation, court costs, and reasonable attorneys’ fees, suffered or incurred by Purchaser arising out of any breach by Seller of any of its representations or warranties contained in this Paragraph or elsewhere in this Agreement. Without in any way limiting the foregoing indemnity, if any of the representations or warranties contained in this Paragraph or any other representation or warranty of Seller in this Agreement is not materially true as of the Closing Date, Purchaser may, at its option, terminate this Agreement by giving written notice to Seller. This paragraph shall survive Closing for a period of six months. 9. Closing/Payment of Closing Costs. The closing hereunder (“Closing”) shall take EL185\\71\\796863.v7 5