Agenda - Council - 04/24/2001 - Laserfiche WebLink

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I I I I I I I I I I I I I ! I I I I I other and no assumption of any obligation or monetary payment for which CITY has not been fully indemnified. TILLER will indemnify CITY, its successors and assigns, against, and will hold CITY, its successors and assigns, harmless fi.om, any expenses or damages, including reasonable attorneys' fees, that CITY incurs because of the breach of any of the above representations and warranties, 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 TILLER", such representations is limited to the actual knowledge of TILLER. Except as herein expressly stated, CITY is purchasing the Tiller Property based upon its own investigation and inquiry and is not relying on any representation of TILLER or other person and is agreeing to accept and purchase the Tiller 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 CITY with knowledge of any such breach by TILLER Will not constitute a waiver or release by CITY of any claims due to such breach. 29. DEFAULT. If title is marketable or is corrected as provided herein, and CITY defaults in any of the agreements herein, TILLER may terminate this Agreement and payments made hereunder may be retained by TILLER. This provision shall not deprive either CITY or TILLER of the fight to recover damages for a breach of this Agreement limited to its out of pocket expenses or of the right of specific performance of this Agreement, provided this Agreement is not terminated, and further provided, as to specific performance, such action is commenced within six months after such right of action arises. 30. POSSESSION. not later than the Closing Date. GENERAL TILLER shall deliver possession of the Tiller Property to CITY 31. ENTIRE AGREEMENT. This Agreement, any attached exhibits and any addenda or amendments signed by the parties, shall constitute the entire Agreement between CITY and TILLER, and supersedes any other written or oral agreements between CITY and TILLER. This Agreement can be modified only in writing signed by CITY and TILLER. 32. CITY COUNCIL APPROVAL. TILLER acknowledges that the cITy is a municipal corporation. This Agreement is contingent upon the Ramsey City Council's approval on or before April -1-0 24, 2001. In the event the City Council fails to give its approval on or before the -t-0th 24th of April, 2001, this entire Agreement shall be null and void. "-"~ ~'~ .....+mcney ~,~;,4 33. CLOSING DATE. The Closing Date or Date of Closing shall be April 44-2__~,2001, or five business days after delivery_ of the title evidence to the CITY and TILLER. 34. CITY'S CLOSING DOCUMENTS. On the Closing Date, CITY shall execute and/or deliver to TILLER the following (collectively, "CITY'S Closing Documents"): -249-