Agenda - Council - 03/22/2005 - Laserfiche WebLink

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unless sUcK isettlemegt :req~res no admission of liability on the part of the other and no asSumption 6f any obligation or monetary payment for which BUYER has not been fullY indemnified. 12. BUYER'S REPR~.~sENIA-;TioN$ AND WARRANTIES. BUYER represents and warrants that it has full right .~..d aUthority tol execute this Agreement and to execute and deliver all documents and instruments req'tiired °fSE~LL~R under the provisions of this Agreement.' 13. BUYER'S INDEMNITY '~ , ~BUYER will indemnify SELLER, its successors and assigns, against, and will hold SE~LER, it~ successors and assigns, harmless from, any expenses or damages, including reasonable atL .orneys' fe~S, that SELLER incurs because of the breach of any of the representations and Warrantiesl contained in '.Paragraph 11, whether such breach is discovered before or after closing. Each of the representation;and warranties herein contained shall survive the Closing. Wherever herein a representatioia is ~ade "to the best knowledge of BUYER", such representations is limited to the ...aCtUal knoWledge of BUYER. Consummation of this Agreement by SELLER with knowledge of~y such bi'eaeh~by BUYER will not constitute a waiver or release by SELLER of any claims due to such :breach. BUYER shall have the right to assume defense of any claim asserted by a third party against SELLER for which BUYER is indemnifying SELLER under this paragraph 12 with counsel reaSbnablY acceptable to SELLER so long as BUYER is diligently defending such claim; :provided !that !SELLER may participate in such proceeding at SELLER'S expense unless there is an actug~ 1 or Pbtential material conflict of interest (which is not waived by the parties) of the counsel for !BUYER representing both BUYER and SELLER in which event BUYER shall also POY the legal fees and expenses of SELLER in connection with such claim or proceeding. Neither BUYER nor! SELLER shall settle any such claim without the consent of the other (which consent shall not be ~unreasonably withheld, conditioned or delayed), unless such settlement requires no admissiola of liability on the part of the other and no assumption of any obligation or monetary paYment for Which SELLER has not been fully indemnified. 14. CLOSING. Closing shall ibc at the office of REGISTERED ABSTRACTERS, INC., 2115 - 3rd Avenue North, Anoka, Mi~es°ta 55303, or such other office as the BUYER and SELLER may hereafter agree, dt0Singsh01i take place on or before April 8, .2005 or such earlier date as the parties heret° may agree upon (the '~C10sing Date"). On the closing date, BUYER shall deliver the Purchase PriCe to sEL~LER and. SELLER shall execute and/or deliver to BUYER the following (collectively, '~SELLER~S Closing DocUments"): a. A warranty~deed, conveying the Property to BUYER, free and clear of all liens, security interestS, leases, restrictions, charges and encumbrances. b. A well certificate. If the Property contaihs or Contained a storage tank, an affidavit with respect thereto, as required by Minn. Stat. Section 116,48. A non-fore, ign affida, vit, {FIRPTA affidavit) properly executed and in reCordable form; Containing such information as is required by IRC Section 1445(b)(2) and its regialatiOns.