Agenda - Council - 05/12/2009 - Laserfiche WebLink

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There are water wells on the Property. Attached is SELLER'S Minnesota Department of Health Well Disclosure Statement. m. SELLER certifies that sewage generated at the property does not go to a facility permitted by the Minnesota Pollution Control Agency. Attached is SELLER'S Private Sewer System Disclosure. n. SELLER acknowledges that upon successful Closing pursuant to the terms of this Agreement, SELLER will have waived any appeal or claim for real estate tax or assessments paid or payable as respects the Property. o: SELLER'S INDEMNITY. SELLER will indemnify BUYER, its successors and assigns, against, and will hold BUYER, its successors and assign, harmless from, any expenses or damages, including reasonable attorneys' fees, that BUYER incurs because of the breach of any of the representations and warranties contained in this Paragraph 9., whether such breach is discovered before or after closing. Each of the representations and warranties herein contained shall survive the Closing. Wherever herein a representation is made "to the best knowledge of SELLER", such representations is limited to the actual knowledge of SELLER. Except as herein. expressly stated, BUYER is purchasing the Property based upon its own investigation and inquiry and is not relying on any representation of SELLER or other person and is agreeing to accept and purchase the Property "as is; where is" subject to the conditions of examination herein set forth and the express warranties herein contained. Consummation of this Agreement by BUYER with knowledge of any such breach by SELLER will not constitute. a waiver or release by BUYER of any claims due to such breach. SELLER shall have the right to assume defense of any claim asserted by a third parry against BUYER for which SELLER is indemnifying BUYER under this Paragraph 9 with counsel reasonably acceptable to BUYER so long . as SELLER is diligently defending such claim; provided that BUYER may participate in such proceeding _ at BUYER'S expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for SELLER representing both SELLER and BUYER in which event SELLER shall also pay the legal .fees and expenses of BUYER in connection with such claim or proceeding. Neither SELLER nor BUYER shall settle any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement requires. no admission of liability on the part of the other and no assumption of any obligation or monetary payment for which BUYER has not been fully indemnified. 9. BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER represents and warrants that it has full right and- authority to execute this Agreement and to execute and 4 _1 g_