04/05/11 Work Session - Laserfiche WebLink

Home

If, at any time prior to the Date of Closing, Seller acquires actual knowledge of events or circumstances which render the representations set forth in Sections 12(a) and 12(b) inaccurate, Seller will notify Buyer, in writing. Seller will indemnify Buyer, its successors and assigns, against and will hold Buyer, its successors and assigns harmless from, any expenses or damages, including reasonable attorneys fees, that Buyer incurs because of the inaccuracy of any of the above representations when made or Seller's failure to notify Buyer within a reasonable time and, in any event, before the Date of Closing, if Seller learns that the representations set forth above are no longer accurate. The representations and indemnification set forth above will survive the Closing of this transaction and Seller's delivery of the Limited Warranty Deed to Buyer, but any action by Buyer to enforce the representations contained herein must be commenced within eighteen (18) months after the Date of Closing by filing an action in District Court or such right shall be deemed waived. Date: 2650680v4 09/13/10 c. Covenants of Seller. Seller covenants and agrees that: From and after the Effective Date, Seller will not perform any grading or excavation, construction or removal of any improvement or landscaping or otherwise make any other change or improvement upon or about the Property, without Buyer's consent which consent Buyer may not unreasonable withhold, condition or delay. ii From and after the Effective Date, Seller will not create or incur any mortgage, lien, pledge or other encumbrance affecting the Property other than encumbrances that Seller will fully satisfy out of the proceeds of Closing. iii Prior to Closing, water, sanitary sewer, storm sewer, gas, electricity and telephone utilities will be delivered to five (5) feet inside of the Property line in a location reasonably acceptable to Buyer. iv Seller is solely responsible for the payment of any commission or fee due to any agent Seller engages. v On or before the Date of Closing, Seller will pay for all labor performed and materials furnished to the Property at the request of Seller prior to the Date of Closing. vi Prior to Closing, Seller will work with the City to finalize the Plat. 13. Representations of Buyer. Buyer represents to Seller that, as of the Effective a. Buyer is a limited liability company, duly organized pursuant to the laws of the State of Minnesota, and is fully authorized to transact business in the State of Minnesota;