Agenda - Council - 09/27/2011 - Special

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or (iii) Buyer breached one or more of the covenants set forth in Section 15(b)(i) or (iii), must be commenced within six (6) months after the Date of Closing by filing an action in Anoka County District Court or Seller will be deemed to have waived any such claims. Any action by Seller alleging that Buyer's breached one or more of the covenants set forth in Section 15(b)(ii) must be commenced within six (6) months after the City's completion of the F & C Parking Improvements or Seller will be deemed to have waived any such claims. 16. Inspections. At all times prior to the Date of Closing, Buyer and its agents have the right, upon reasonable notice to Seller, to go upon the Land to inspect the Land and to determine the condition of the Land and the improvements located thereon, including specifically the presence or absence of hazardous substances, petroleum products and asbestos in, on, or about the Land. Buyer agrees to indemnify and defend Seller from and to hold Seller harmless against any and all claims, causes of action or expenses, including attorneys fees, relating to or arising from Buyer's presence on the Land prior to the Date of Closing. Buyer agrees to repair any damage to the Land caused by such inspections and to return the Land to substantially the same condition as existed prior to Buyer's inspection. The obligations of Buyer under this Section 16 survive the termination of this Agreement. Buyer acknowledges that Buyer is purchasing the Land in reliance on Buyer's inspection of the Land pursuant to this Section 16 and on Buyer's judgment regarding the sufficiency of such inspections. Buyer is not relying on any written or oral representations, warranties or statements that Seller or Seller's Agents have made other that the representations of Seller set forth in Section 14. 17. Buyer's Contingencies. Buyer's obligations under this Agreement are contingent on Buyer's closing on its financing with PNC Bank, National Association on or before November 1, 2011. This Buyer does not close on its financing with PNC Bank, National Association on or before November 1, 2011, Buyer may exercise this contingency and terminate this Agreement pursuant to Section 21 at any time on or before November 1, 2011. If Buyer terminates this Agreement pursuant to this Section 17 and Section 21, neither party shall have any rights or obligations to the other party under this Agreement or under the Development Agreement except for rights or obligations which, by the express terms of this Agreement or the Development Agreement survive a termination of this Agreement or the Development Agreement. 19. Condemnation. If a public or private entity with the power of eminent domain commences condemnation proceedings against all of any part of the Property, Seller must immediately notify Buyer, and either Seller or Buyer may, at Buyer's sole option, terminate this Agreement pursuant to Section 1 below. The Parties will have twenty (20) days from the effective date of Seller's notice to Buyer to exercise their termination right. If neither Party terminates this Agreement within said twenty (20) day period, the Parties must fully perform their obligations under this Agreement, with no reduction in the Purchase Price, and Seller must assign to Buyer, on the Date of Closing, all of Seller's right, title and interest in any award made or to be made in the condemnation proceedings. Seller may not designate counsel, appear or otherwise act with respect to any such condemnation proceedings without Buyer's prior written consent unless Buyer fails to respond within seven (7) days to a request for such written consent. 2707737v11 09/27/11 18. Seller's and the City's Contingencies. [Intentionally Omitted] -10-