Agenda - Council - 09/09/1997 - Laserfiche WebLink

Home

09Z08×97 12:03 LAW OFFICES 2140 4TH RUE + 612 42? 5543 N0.229 ~05 Dated: September _, 1997 Page 4 of 6 Pages between the date hereof and the date of closing, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on SELLER. 12. UNDERGROUND TANKS. SELLER represents to BUYER that there are no underground tanks on the property. 13. ENVIRONMENTAL. To the best of SELLER's actual knowledge, the Property has never been used to store, produce, process or in any manner deal with Hazardous Materials (as that term is hereinafter defined) except for any storage or use in accordance with applicable laws; no Hazardous Materials have ever been installed or in any manner dealt with on the Property except for any storage or use in accordance with applicable laws; and no owner of the Property or occupant (collectively,"Occupant") has received any notice or advice from any governmental agency or any Occupant with regard to Hazardous Materials affecting the Property. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state or local environmental law, ordinance, rule or regulation. To the best of SELLER's actual knowledge, there are no asbestos-containing materials and no urea-fermeldyde in, on or upon the Property. SELLER hereby covenants and agrees to indemnify and hold BUYER harmless from and against any and all loss, damage or liability suffered, sustained or incurred by BUYER caused by a breach of any of the representations or warranties contained herein and shall be personally liable for any loss, damage, liability, injury, cost, expense, action or cause of action arising in connection with the presence or release of any such Hazardous Materials at, on or under the Property prior to the Closing Date which presence or release is in violation of any applicable law or regulation as of the Closing Date, including BUYER's reasonable attorneys' fees and consultants' fees and court costs. The provisions of this paragraph shall survive the Closing and transfer of title to the Property, and shall be in addition to any and all other rights of BUYER set forth herein or provided by law. 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 9 with counsel reasonably acceptable to BUYER so long as S~LL~R 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 gELLER shall also pay the legal fees and expenses of BUYER in connection with such claim or proceeding. Neither SELLER nor BUYER shall