5.1. HRSR 06-20-2023 - Laserfiche WebLink

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statements of fact or disclosures, if any, made in this Agreement or in connection with this Agreement, do not constitute warranties or representations of any nature. The foregoing provision shall survive Closing and shall not be deemed merged into any instrument of conveyance delivered at Closing. 11. REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the HRA that the Buyer is a Minnesota corporation; that the Buyer has the requisite capacity, power and authority to enter into this Agreement and the Buyer’s Closing Documents; such execution, delivery and performance by the Buyer of such documents does not conflict with or result in a violation of any judgment, order or decree of any court or arbiter to which the Buyer is a party; such documents are valid and binding obligations of the Buyer, and are enforceable in accordance with their terms. 12. CONDEMNATION. If, prior to the Closing, eminent domain proceedings are commenced against all or any material part of the Property, the HRA shall immediately give notice to the Buyer of such fact and at the Buyer’s option (to be exercised within 15 days after the HRA’s notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement. The Earnest Money paid by the Buyer shall be returned to the Buyer. If the Buyer fails to give such notice, then there shall be no reduction in the Purchase Price, and the HRA shall assign to the Buyer at the Closing all of HRA’s right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing, the HRA shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without the Buyer’s prior written consent. For purposes of this Section, the words “a material part” means a part of the Property if acquired by a condemning authority, it would materially hinder the Buyer’s operations on the Property. 13. COMMISSIONS. With the exception of the Buyer’s Broker, both the Buyer and the HRA represent that they have not entered into a contract with any other real estate broker, whereby the broker is entitled to a commission resulting from the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against any claim made by a real estate broker for a commission or fee based on alleged acts or agreements with the indemnifying party. 14. REMEDIES. 14.1. Buyer’s Remedies. If the HRA fails to consummate this Agreement for any reason except the Buyer’s default or the termination of this Agreement pursuant to a right to terminate given herein, the Buyer, as its sole and exclusive remedy, may terminate this Agreement by giving 30 days’ written notice to the HRA, pursuant to Minnesota Statutes Section 559.21, as amended from time to time, in which event the Earnest Money shall be promptly released to the Buyer and upon such release, neither party shall be further obligated to the other (except for the Buyer’s and the HRA’s indemnities set forth in this Agreement). The Buyer specifically waives any right to make a claim against the HRA for compensatory or consequential damages or any other type of monetary claim, except for the indemnity obligations set forth in this Agreement. EL185-13-882695.v2