Agenda - Council - 02/09/2010 - Laserfiche WebLink

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Property; to the extent any of the same is in SELLER'S possession. BUYER shall have ninety (90) days from the date hereof ("Review Period") to inspect the Property. SELLER agrees to permit access to the Property during normal business hours and with advance notice, to BUYER'S authorized inspectors. BUYER shall not perform any invasive testing on the Property without the prior written consent of SELLER. In the event that BUYER reasonably determines that the Property is unacceptable to BUYER due to the condition of the Property, BUYER shall give SELLER written notice of .such fact as soon as possible and in any event on or before the expiration of the Review Period. BUYER may, at BUYER'S option, terminate this Agreement by written notice to SELLER,;prior to the expiration of the Review Period. BUYER'S preserving this Agreement in effect shall be deemed an approval of the Property, and' BUYER ~~, awes any right to object further to any of the foregoing. BUYER shall hold any. and all materials and information in confidence, subject` to the State of Miiu-iesota's data privacy laws as applied to .BUYER, `a Minnesota Municipal Corporation and BUYER shall indemnify, protect; defend end hold SELLER: harmless from and against any and all loss, cost claim, liability or expense arising out of any inspection or contact made pursuant to this Agreement or otherwise. The foregoing indemr~ty shall survive Closing or the termination of this Agreement. In the' event the transactio3l does not close for any reason, BUYER shall restore 'the Property to substantially the same condition as existed prior to the BUYER'S entry on the Property. BUYER shall deliver to SELLER, at no cost to SELLER, copies of all surveys, reports, audits or similar information obtained during the Review Period. b. Prior to the date hereof, SELLER removed certain fuel dispensers and related underground storage tanks and tank lines (the "Tank System") from the Property. ' In connection with the removal of the Tank System, BUYER in copperationwith SELLER is assessing the extent of any release from the Tank System. SELLER shall, remediate or clean up any Seller Environmental Conditions (defined below) ("Clean-Up") if any Seller Environmental Conditions during its assessment. Such Clean-Up shall be conducted according to the minimum standards of all applicable federal, state and local laws, including without limitation, the minimum standards established by the State of Minnesota. SELLER makes no warranties or representations concerning the timing or extent of the Clean-Up, except that 'SELLER agrees to comply with the laws and regulations of the State of Miiulesota and that SELLER shall be entitled to any and all-reimbursements from the State of Minnesota or the United States Government in connection with the Clean-Up, including without limitation, petrofunds and superfunds, however titled at the time of reimbursement ("Reimbursements") and that BUYER shall not be entitled to or make any claim to any Reimbursements; provided, however, SELLER shall apply all Reimbursements to the cost of the Clean-Up. SELLER's obligation to complete the Clean-Up shall terminate upon receipt of a closure letter from the State of Minnesota or other environmental authority that active remediation and environmental monitoring of the Property in connection with the Clean-Up is no longer 2