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

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agreements and understandings between the parties with respect to such subject matter. Neither party hereto has relied upon any agreements, promises, representations, undertakings or warranties not set forth in this Agreement (whether oral, implied, or otherwise). There have not been; and are, no agreements; .covenants, representations, restrictions, . understandings or warranties between the parties with regard thereto, other than those set forth or provided for herein. k. SELLER is eligible for Federal Relocation Benefits and will have additional time after the Closing Date to vacate the premises as identified under State and Federal Relocation laws. BUYER and SELLER agree the period to vacate shall not exceed 90 days past the Closing Date. 1. In the event the closing is delayed to a date after May 29, 2009, for any reason except 'for the fault of SELLER and or failure of the MPCA tb issue an environmental release stating that the Property does not require environmental remediation, the sale price shall increase by $145.00 per day until the actual Closing Date to a maximum amount of $2,900.00. _. _ _ .. 22. _SECTION 1031.....TAX . FREE...EXCHANGE.. BUYER. acknowledges...that SELLER may desire to structure the transaction evidenced hereby as part of an exchange (or a deferred exchange) of properties of like-kind under Section 1031 of the Internal Revenue Code. BUYER hereby agrees to cooperate with SELLER in structuring such alike-kind exchange provided that: (i) such cooperation shall be without cost or expense to BUYER; (ii) SELLER shall structure the transaction as an exchange agreement involving a "Qualified Intermediary" as defined in the regulations issued under Section 1031 of the Internal Revenue Code; (iii) BUYER shall receive notice of the proposed structure of the transaction and identity of the Qualified Intermediary and a copy of any .exchange agreement or other agreement pertinent to the transaction at least five (5) days prior to the Closing Date; (iv) the structure of the transaction (A) shall not require BUYER to hold title (as a conduit or otherwise) to any property other than the Property, and (B) shall be designated so that the Purchase Price hereunder is paid to SELLER or designee on the Closing Date; and (v) nothing herein shall obligate BUYER to take any action which BUYER reasonably believes adversely affects BUYER'S tax position or does not have a reasonable basis in the law; and (vi) SELLER indemnifies BUYER for all costs, expenses, liabilities, etc. (including attorney's fees and expenses) relating to or arising from the exchange; and (vii} BUYER has no liability to SELLER if the tax-free exchange is not completed for any reason including BUYER'S default. BUYER makes no representations or warranties that the SELLER'S proposed transaction will qualify as a like-kind exchange under I.R.C. 1031 and applicable regulation thereunder. 10 _24_