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assets described herein, including at Pureh~aser'sOption, en~ronmental inspections or tests for hydrocarbons or for any toxic or
<br /> hazardous substances. Pur<3haser, his p~gerlts~Or e~mplqY~?s may enter upon the Property for the purpose of making such
<br /> inspections and tests; provided, however~that Pu~'Ch~aS~eriSb~ll schedule such inspections and tests with Seller who shall have
<br /> the right to have a representa[ive present~t ialltinleS ~lJ~hg[!~Spections and tests performed by Purchaser; that Purchaser shall
<br /> provide to Seller complete Cbpies of th~. resultS :b~ aii ~d~ inspections and tests; that the results of such tests shall be
<br /> confidential and shall not be reproduced er diSc!°se~ by Pqrf:haser to anyone without written consent of Seller; that Purchaser
<br /> shall promptly repair any and all damage~l, ~to the. Pro~ ~erty' c~sed by such activities, and shall restore the Property to the same
<br /> condition as before the inspections or tes.~, to the saf, is!acti0~ of Seller; that such inspections and tests shall not be conducted
<br /> in such a manner as to interfere with bus~esSol3er~Jtions ~nducted on the Property and that Purchaser shall indemnify and
<br /> hold Seller harmless from and against a~ and alfcl~im~ a~l~ing from or by reason of Purchaser's entry upon the Property. If
<br /> such inspections disclose conditions un~a~tisfactory !o; Purchaser, in Purchaser's sole discretion, and Purchaser so notifies
<br /> Seller in writing on or before the ninetle~ [90th) daYlaffe¢ ~h~ Effective Date (the "Due Diligence Period"), then this Contract
<br /> shall become null and void, and Seller S, hJlli retum fl~eieamest money deposit to Purchaser and neither'Seller nor Purchaser
<br /> shall have further liability hereunder, ex,.pt fOrr the ~Survi~r~g Covenants, as hereinafter defined. If Seller does not receive
<br /> Purchaser's written notice by such date, lit Shell belCOnclaSively presumed that PUrchaser has satisfied or has waived this
<br /> contingency. ~ _. : . r
<br />
<br />6. Purchaser expressly acknowledges and agre~es (i) ~bt the Property has been used as a retail gasoline station; (ii) that
<br /> Purchaser is relying on the results of its oW, n investig~ti0n of ~e physical and environmental condition of the Property; (iii) that
<br /> Purchaser is relying.solely on its own judg)'hentin COrflPiefing;the purchase o~ the Property, and (iv) that Purchaser is acquiring
<br /> the Property "as is with all faults on rth~ date ofiC°nve~ianCe, except.as set forth in this Contract. Seller makes no
<br /> representations or warranties whatsoeverl ~egarding th~ COndition of the real estate or improvements, including but not limited to
<br /> the environmental condition of;the Prope~ and warr~.ntieS Of:merchantability'or fitness for a particular purpose. With respect
<br /> to the environmental cond~bon of the Prop,er[y, Seller makes only those repreSentabons and warranbes expressly stated m th~s
<br /> Contract. ! :: i:
<br />
<br />7. On or before July 3, 2001, Seller; mmoved;.at Seller's expense, all of the then existing underground tanks, product
<br /> lines, and dispensers from the ProperS. Purch~.ser hereby expressly assumes all responsibility for the remaining
<br /> improvements and any necessary grading,~compacting end resurfacing the Property.
<br />
<br />8. Within five (5) days after the Effective Date, ~Seller Shall deliver to Purchaser, and Purchaser shall acknowledge (on
<br />Exhibit B-1 annexed hereto and made ap~art ihereof)i receipt~of copies of the assessments, reports and/or correspondence
<br />regarding the Property which are listed in EXhibit 1~2 a~rlexe,d hereto and made a part hereof. Purchaser further acknowledges
<br />that additional assessments or diagnostic h~easureS r~a~y be~equired to be performed upon the Property to determine and to
<br />design and implement further reasonable aired COst effective plans for remediation of hydrocarbon contamination, and that such
<br />assessments and remedialion activities ma~ b® disrup{ive of Prurchaser's use and occupancy of the Property and may continue
<br />for an indefinite period of time. Notwithstad~,ing the fo~egbing,!Purchaser desires to complete the purchase of the Property and
<br />agrees to cooperate with Seller in the perfoh;nance of'as4essment and remediation activities after the Closing Date.
<br />
<br />9. Seller has performed reasonable ~and cost effective assessment and remediation measures to address hydrocarbon
<br />contamination on the Property caused by[Sol!er.priDE to the :Closing Date to the extent deemed necessary or advisable by
<br />Seller in its sole discretion but :in no event~less than ~elier waS required to perform by the Minnesota Pollution Control Agency
<br />(the "Department"). Such remediation e~lded On December4, 2002, when the Department notified Seller that no further
<br />remediation activities are required. ;
<br />
<br />10. iNTENTIONALLY LEFT BLANK.
<br />
<br />11. As of the Closing Date, Purchase~ hereby exPreSslyr assumes all respOnsibility and liability for compliance with all
<br />environmental laws and regulations and for!any enviroAmentallassessment, monitoring and remediation relating to or resulting
<br />from Purchaser's use of Property. Purchaser shall, a,t !Sellers request, provide to Seller assurance of compliance with all
<br />environmental laws and regulations, includi~l{I but not limited iD the results of all future environmental tests and sampling data;
<br />shall promptly notify Seller of all :leaks, sPili~ Or release~ of hy,d~ocarbons or other regulated substances which occur or of which
<br />Purchaser becomes aware; and shall, at S~/ler's request, Pen~. it Seller to perform product tracing and other reasonable tests
<br />and procedures during the pedod of any assessment o~ remeCl{ation, activities by Seller, if any, it being the intent of the parties
<br />that Purchaser shall be responsible and liabl~ forr any a, nd'all ~sPills, leaks and releases which occur subsequent to the Closing
<br />Date, except to the extent such spills, leakS~0r releases Were c~aused by Seller. Commencing on the Closing Date, Purchaser-
<br />agrees, collectively, and jointly and severally, for themselVe~ and on behalf of their agents, employees, heirs, personal
<br />representatives, grantees, successors and;assigns (c011ective!y ~Purchaser Indemnifying Parties"), to indemnify and hold
<br />harmless Seller, its parent, affiliates, and-eaCh Of their respective agents, employees, officers, directors, shareholders,
<br />successors and assigns (collectively the "lndemnified..~eiler ~arties") from and against all claims, demands, damages losses
<br />habd~t~es, judgments, penalties, su~ts, actions, costs, and expenses (including consultants and attorneys fees) ansmg from
<br />{i) all contamination of the Property occurd~§ after thelCloSi~g! Date; (ii) any activity of Purchaser Indemnifying Parties which-
<br />aggravates any existing contamination; or (iii) any actlvi~ o[ Purchaser Indemnifying Parties which triggers new remediation or
<br />cleanup obligations for Seller with respect r~t'o existing icOntamination or makes Seller's remediation or cleanup activities or
<br />obligations more difficult or expensive. ~
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