Agenda - Council - 07/27/2004 - Laserfiche WebLink

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JUL-02-2004 09:4? CITY OF RAHSEY 76~427554~ P.05 No notice of hearing has been received from any governmental assessing authority, concerning a new public improvement project the costs of which project may be assessed against the Property. All services or material which have been furnished to the ProPerty have been fully paid for or will be fully paid for prior to the date of closing so that no lien for services or materials rendered (commonly known as mechanic's or materialsmen's liens) can be asserted against the Property. All water, sewer and refuse bins for such services which have been furnished to the Property have been fully paid for or will be fully paid for prior to the date of closing so that no lien therefore can be asserted against the Property. SELLER is not in default, nor has there occurred any event which, with the passage of time or notice from a third party, or both, would constitute a default under any underlying financing or covenant affecting the Property or any part thereof. SELLER is neither a "foreign person" nor a "foreign corporation" (as those terms are defined in Section 1445 of the Internal Revenue Code of 1986, as 'amended). There is a well on the Property. SELLER has not appealed any real estate tax or assessment payable on the Property and has made no commitments or agreements with any taxing authorities in respect thereto relating to any year subsequent to the year of closing. SELLER'S INDEMNITY. 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 breach of any of the representations and warranties contained in this Paragraph 10, whether such breach is discovered before or after closing. Each of the representations and warranties herein contained shall survive the Closing. Wherever herein a representation is made "to the best knowledge of SELLER",. such representations is limited to the actual knowledge of SELLER. Except as herein expressly stated, BUYER is purchasing the Property based upon its own investigation and inquiry and is not relying on any representation of SELLER or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions of examination herein set forth and the express warranties herein contained. Consummation of this Agreement by BUYER with knowledge of any such breach by SELLER will not constitute a waiver or release by BUYER of any claims due to such breach. 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 10 with counsel reasonably acceptable to BUYER so long as SELLER is diligently defending such claim; provided that BUYER 4