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

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-134- At the Closing, Purchaser shall execute and deliver to Seller or the Title Company all such further documents as may be reasonably necessary in order to complete all conveyances, transfers, sales and assignments herein provided. Seller and Purchaser shall jointly prepare and execute a closing statement containing agreed upon prorations and closing figures. The acceptance of the deed by Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of Seller hereunder, except those which are herein specifically stated to survive the delivery of the deed, or which are specifically stated in any other closing document to survive the delivery thereof. Possession of the Property shall be delivered by Seller to Purchaser at the Closing, subject to the Permitted Exceptions. 9. REPRESENTATIONS AND WARRANTIES As an essential part of this Agreement and in order to induce Purchaser to enter into this Agreement and to purchase the Property, Seller represents and warrants to and agrees with Purchaser that: (a) Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Minnesota and has all requisite power and authority to enter into and to perform this Agreement according to its terms. (b) Seller has duly and validly authorized and executed this Agreement and the consummation of the transactions contemplated thereby will not constitute a default under Seller's Articles of Incorporation, Bylaws, nor under any indenture, agreement, contract, mortgage or other instrument to which Seller is a party, and Seller is not otherwise in contravention of any law, order, ordinance or govermnental restriction or regulation by which Seller is bound or subject. (c) There are no leases, purchase options, rights of first refusal, or any other agreements which grant any other party any right of use of occupancy in effect with respect to the Property or any portion thereof. (d) Seller will convey on the date of closing, all of the Property, including all improvements, fixtures, and trade fixtures comprising the same, free and clear of all liens, security interests, leases, restrictions, charges and encumbrances, other than described or attached hereto as Permitted Encumbrances. (e) There are no management, maintenance, supply, utility or service contracts or commitments relating to the Property which will extend beyond the date of closing, which are not cancelable without penalty or premium upon not more than 30 days advance notice. 4 I I I I [ [ ! I I i i I I I I I