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assets described herein, including at Purchaser's=option, er ronmental inspections or tests for hydrocarbons or for any toxic or
<br />hazardous substances. Purchaser, his Kiertts:.dr :eln LQye s may enter upon the Property for the purpose of making such
<br />inspections and tests; provided, howeverr hat Purbh perch :II schedule such inspections and tests with Seller, who shall have
<br />the right to have a representative presentiat'allIfilfaSIdditiddibSpections.and tests performed by Purchaser; that Purchaser shall
<br />provide to Seller complete copies of th$l restiftd'att all s&t h inspections and tests; that the results of such tests shall be
<br />confidential and shall not be reproduced Or disclosed liy Purchaser to anyone without written consent of Seller; that Purchaser
<br />shall promptly repair any and all damagds (to the: Property cased by such activities, and shall restore the Property to the same
<br />condition as before the inspections. or test to: ttie se isiactio of Seller; that such inspections and tests shall not be conducted
<br />in such a manner as to interfere with bus ass operations ednducted on the Property; and that Purchaser shall indemnify and
<br />hold Seller harmless from and against an : and aH claims' 4i ing from or by reason of Purchaser's entry upon the Property. If
<br />such inspections disclose conditions uri atisfectpry to -Pure aser, in Purchaser's sole discretion, and Purchaser so notifies
<br />Seller in writing on or before the ninetle,: {90th) daytaffer th Effective Date (the "Due Diligence Period"), then this Contract
<br />shall become null and void, and Seller snail (et*th3eearnast money deposit to Purchaser and neither Seller nor Purchaser
<br />shall have further liability hereunder, except for the'Suiviving Covenants, as hereinafter defined. If Seller does not receive
<br />Purchaser's written notice by .such date,; it :Shaft :becdnciusively presumed that Purchaser has satisfied or has waived this
<br />contingency. •
<br />'P Purchaser expressly acknowledges and -agrees (i) that the Property has been used as a retail gasoline station; (ii) that
<br />urchaser is relying on the results of its o -n- investig lion of the physical and environmental condition of the Property; (iii) that
<br />Purchaser is relying solely on its own judg ient:in-co pleting the purchase of the Property, and (iv) that Purchaser is acquiring
<br />the Property "as is" with all faults on t,.e date of .eonvaience, except . as set forth in this Contract. Seller makes • no
<br />representations or warranties whatsoever. fegarding -this-condition of the real estate or improvements, including but not limited to
<br />the environmental condition of the Property. and warranties ofi merchantability'or fitness for a particular purpose. With. respect
<br />to the environmental condition of the Propie`rty, $eller makes'anly those representations and warranties expressly stated in this
<br />Contract.
<br />7. On or before July 3, 2001, Seller ; removed;.at,Selier's expense, all of the then existing underground tanks, product
<br />lines, and dispensers from the Proper(y. purchaser hereby expressly. assumes all responsibility for the remaining.
<br />improvements and any necessary grading,I4ompacting'and resurfacing the Property.
<br />8. Within five (6) days after the Effective Date=,. ;Seller -shall deliver to Purchaser, and Purchaser shall acknowledge (on
<br />Exhibit B-1 annexed hereto and made a art hereof); receipt_ of copies of the assessments, reports and/or correspondence
<br />regarding the Property which are listed in xhibit B-2 annexed #►ereto and made a part hereof.. Purchaser further acknowledges
<br />that additional assessments or diagnosti . _ eas}rres r1ay be:required to be performed upon the Property to determine and to
<br />design and implement further reasonable end i:osteffdctive Plans for remediation of hydrocarbon contamination,'and that such
<br />assessments and remediation activities m t
<br />be disrup(ive of ;Purchaser's use and occupancy of the Property and may continue
<br />for an indefinite period of time. Notwithsteng the forriegofng,iPurchaser desires to complete the purchase of the Property and
<br />agrees to cooperate with Seller In the perfance of'assessr'npnt and remediation activities after the Closing Date.
<br />Seller has performed reasonable end cost effective assessment and remediation measures to address hydrocarbon
<br />contamination on the Property caused by 1 eller priar� to the _Closing Date to the extent deemed necessary or advisable by
<br />Seller, in its sole discretion, but'in no event;ess than geller was required to perform by the Minnesota Pollution Control Agency
<br />(the "Department"). Such remediation ended on Decembers 4, 2002, when the Department notified Seller that no further
<br />remediation activities are required.
<br />10. INTENTIONALLY LEFT BLANK.
<br />11. As of the Closing Date, Purchaser hereby expressly. assumes all responsibility and liability for compliance with all
<br />environmental laws and regulations and foriany environmental{assessment, monitoring and remediation relating to or resulting
<br />from Purchaser's use of Property. Purchaser shall,. t !Seller's request, provide to Seller assurance of compliance with all
<br />environmental laws and regulations, includiirg.but not tilted to the results of.all future environmental tests and sampling data;
<br />shall promptly notify Seller of all -leaks, spiljd or releaseil of hydrocarbons or other regulated substances which occur or of which
<br />Purchaser becomes aware; and shall, at $filler's. request,-perrpit Seller to perform product tracing and other reasonable tests
<br />and procedures during the period of any asr ressmeft or remed(ation, activities by Seller; if any, it being the intent of the parties
<br />that Purchaser shall be responsible and liabfp for; e, iy-end all Spills, leaks and releases which occur subsequent to the Closing
<br />Date, except to the extent such spills, leaks* releases were:caused by Seller. Commencing on the Closing •Date, Purchaser
<br />agrees, collectively, and jointly and severally, for thdmselVes and on behalf of their agents, employees, heirs, personal
<br />representatives, grantees, successors andiessigns (collectively "Purchaser Indemnifying Parties"), to indemnify and hold
<br />harmless Seller, its parent, affiliates, and: °each. of :t(tefr .r spective agents, employees, officers, directors, shareholders,
<br />successors and assigns (collectively the "ind$mnifled:Sefierarties") from and against all claims, demands, damages, losses,
<br />liabilities, judgments, penalties, .suits, actions, costs. and expenses (including consultants' and attorneys' fees) arising from
<br />(I) all contamination of the Property occurring after the Closing;.Date; (ii) any activity of Purchaser Indemnifying Parties which -
<br />aggravates any existing contamination; or (1(i).any activity of Pu)chaser Indemnifying Parties which triggers new remediation or
<br />cleanup obligations for Seller with respect to existing ;contamination or makes Seller's remediation or cleanup activities or
<br />obligations more difficult or expensive.
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