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representation set forth in Sections 14(a) or 14(b) was no longer accurate in some material respect; or (iii) Seller breached one or more of the covenants set forth in Section 14(c), must be commenced within six (6) months after the Date of Closing by filing an action in Anoka County District Court or Buyer will be deemed to have waived any such claims. 15. Representations and Covenants of Buver. a. Representations of Buver. Buyer represents to Seller that, as of the Effective Date: i Buyer is a limited liability company, duly organized pursuant to and in good standing under the laws of the State of Indiana; and ii The individual signing this Agreement on behalf of Buyer is fully authorized and empowered to sign this Agreement on Buyer's behalf. b. Covenants of Buver. i Buyer will pay any commission or fee due to any agent Buyer has engaged or subsequently engages in connection with the transactions described in this Agreement; ii Buyer will reimburse the City for the cost of the F&C Parking Improvements pursuant to the procedures set forth in this Section 15(b)(ii). At any time after the City has incurred costs in connection with the construction or installation of F&C Parking Improvements, but no more often than once per month, the City may submit to Buyer invoices for costs the City has incurred and evidence that the City has paid those costs. Buyer must pay the City an amount equal to the sum of the submitted, paid invoices the City submits to Buyer, in wire transferred funds, within thirty (30) days of the City's submission of the invoices and evidence of payment; and iii Buyer will cooperate with Seller in Seller's efforts to negotiate sewer access charges payable to the Metropolitan Council in connection with the Project including, but not limited to, providing Seller with information relating to the design and construction of the Minimum Improvements. If, at any time prior to Closing, Buyer acquires actual knowledge that a representations set forth in Section 15(a) is no longer accurate in some material respect, Buyer will promptly notify Seller. The representations and covenants 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 Seller alleging that (i) one or more of the representations set forth in Section 15(a) was inaccurate, when made; (ii) Buyer failed to promptly notify Seller after Buyer acquired actual knowledge that a representation set forth in Sections 15(a) was no longer accurate in some material respect; -9- 2707737v11 09/27/11