Agenda - Council - 10/09/2001 - Laserfiche WebLink

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I I I I I I I I I I I I I I I I due to such breach. SELLER shall have the right to assume defense of any claim asserted by a third party against BUYER for which SELLER is indemnifying BUYER under this paragraph 10 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. 1l. REPRESENTATIONS AND WARRANTIES OF BUYER. BUYER represents and warrants that it has full right and authority to execute this Agreement and to execute and deliver all documents and instruments required of SELLER under the provisions of this Agreement. 12. CLOSING. Closing shall be .at the office of REGISTERED ABSTRACTERS, INC., 2115 - y-d Avenue North, Anoka, Minnesota 55303, or such other office as the BUYER and SELLER may hereafter agree. Closing shall take place within 70 days from the date of this Agreement or such earlier date as the parties hereto may agree upon. On the closing date, BUYER shall deliver the Purchase Price to SELLER and SELLER shall execute and/or deliver to BUYER the following (collectively, "SELLER's Closing Documents"): A warranty deed, conveying the Property to BUYER, free 'and clear of all liens, security interests, leases, restrictions, charges and encumbrances, other than described or attached hereto as Permitted Encumbrances. b. A well certificate. Co If the Property contains or contained a storage tank, an affidavit with respect thereto, as required by Minn. Stat. Section 116.48. A non-foreign affidavit, (FIRPTA affidavit) properly executed and in recordable form, containing such information as is required by IRC Section 1445(b)(2) and its regulations. If Torrens, the owner's duplicate certificates of title, if any, regarding the Property. f. An appropriate Federal Income Tax reporting form, if any is required. -123-