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<br />Agreement. <br /> <br />4.3 Termination. This Agreement shall continue in full force and effect unless terminated <br />within the following times: <br /> <br />4.3.1 If all of the Conditions Precedent have not been timely satisfied then, this <br />Agreement may be terminated, at the option of Buyer, by written notice <br />from Buyer to Seller within ten (10) days prior to the date set out in <br />Section 4.1 or prior if the failure of a Condition Precedent shall be known. <br /> <br />4.3.2 Unless terminated within the time and in the manner provided above, the <br />Conditions Precedent shall be conclusively considered to be satisfied or <br />waived and this Agreement shall continue in full force and effect. <br /> <br />4.4 Effects of Termination. Upon any such termination, except for disposition of the <br />Earnest Money (which is treated in Section 2.3 hereof), neither party will have any <br />further rights or obligations regarding this Agreement or the Property excepting only <br />the indemnification obligations contained in Section 3.1 and Article XI hereof. <br /> <br />4.5 Waiver. All the Conditions Precedent to Closing set forth in this Agreement are <br />specifically stated and agreed to be for the sole and exclusive benefit of the Buyer <br />and/or Seller, as applicable, and the Buyer and/or Seller, as applicable, shall have the <br />right to unilaterally waive any Condition Precedent by written notice to the other, as <br />applicable, within the times provided above. <br /> <br />ARTICLE V <br />REPRESENTATIONS AND WARRANTIES, COVENANTS, <br />AND INDEMNIFICATION <br /> <br />The following representations and warranties are made by the Seller and Buyer. <br /> <br />5.1. Representations and Warranties by Seller. Seller represents and warrants to <br />Buyer as of the Effective Date, the Closing Date and all dates in between, as <br />follows: <br /> <br />5.1.1. Seller is a Minnesota Corporation duly organized, validly existing and in <br />good standing under the laws of the State of Minnesota. Seller has the full <br />right and authority to enter into this Agreement and consummate the <br />transactions contemplated herein, all of which have been duly authorized <br />pursuant to all requisite action. The natural persons signing this <br />Agreement on behalf of Seller are authorized to do so. <br /> <br />5.1.2. To the best of Seller's knowledge, there are no parties other than the City, <br />it's Park Department and it authorized park users, in possession of any <br />part of the Property, and there are no rights of possession which have been <br />granted to any third party whatsoever except than to the City, its Park <br /> <br />Page 6 <br />Version Date: 6/15/06 <br />C:\Docwnents and Settings\tallard\Local Settings\Temporary Internet Files\OLKF\Agreement attach to 7 2.DOC <br />