Agenda - Council - 11/13/2001 - Laserfiche WebLink

Home

:1 I I I I I I I I I I I I I I I (iii) Site Inspections. BUYER shall have determ/ned, in BUYER'S reasonable discretion, that the results of any matters disclosed by soil tests, engineering, inspections, hazardous waste and environmental review of the Ramsey Parcd do ' not disclose any adverse condition of the Road/Utility Parers. Ail tests, inspections and reviews made by BUYER shall be obtained at BUYER'S expense. If the conditions listed in Sections 3(b)(i) through 3(b)(iii) are not satisfied on or before November 15, 2001, (the "Contingency Date") then BUYRR, at its option, may terminate this Agreement by sending written notice thereof to SELLER whereupon the parties shall have no further obligations to one another. All the contingencies set forth in Section 3 are specifically agreed to be for the sole and exclusi,ve benefit of the BUYER and the BUYRR shall have the right to unilaterally waive any contingency by written notice to SELLER. (c) BUYER shall have access to the Ramsey Parcel f0~ purposes of performing surveys, soil and groundwater sampling or analysis, underground tank and piping tighmess testing or, engineering borings and other testing, and for obtaining governmental consents and authorizations which BUYER deems necessary or desirable for the intended use of the Road/Utility Parcels.' BUYER is hereby authorized to report the results of any underground tank and piping tightness testing and soil or groundwater sampling or analysis to Federal, State or local authorities; provided BUYER £n-st provides SELLER with copies of the same at least ten (10) days prior to any reporting. 4. REPRESENTATIONS AND WARRz~IES. (a) SELLER represents and warrants as follows: (i) SELLER has full right and authority to execute this Agreement and to execute and deliver al/ documents and instruments required of SELLER under the provisions of this Agreement. (ii) SELLER has received no notice of any litigation or proceedings pending or threatened which relate to the Ramsey Parcel or SELLER'S ownership thereof which could adversely affect title to the Ramsey Parcel, could interfere with the continued use of the Ramsey Parcel as it is being presently used or which could interfere with the consummation of this Agreement. (iii) SELLER has good and marketable tkle to the Ramsey Parcel subject to the Permitted Encumbrances (as defined in Section 5). (iv) Rights of Others to Purchase Ramsev Parcel. SELLER has not entered into any other contracts for the sale of the Rarnsey Parcel, nor are there any rights of lb:st refusal or options to purchase the Ramsey Parcel or any other rights of others that might prevent the consummation of this Ageement. -199-