Agenda - Council - 04/12/2005 - Laserfiche WebLink

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9. DAMAGES TO THE PROPERTY. If the Property is substantially damaged prior to closing, this Agreement shall terminate and any Earnest Money shall be refunded to BUYER. If the Property is damaged materially but less than substantially prior to closing, BUYER, not later than 15 days from the date of such damage, may declare this Agreement null and void and upon said declaration SELLER shall immediately refund BUYER'S Earnest Money in full. 10. SELLER'S REPRESENTATIONS AND WARRANTIES. As an essential pm"t o l~ this Agreement and in order to induce BUYER to enter into this Agreement and to purchase the Property, SELLER represents and warrants to and agrees with BUYER that: SELLER has all requisite power and authority under its trust to enter into and to perform this Agreement according to its terms. SELLER has duly and validly authorized and executed this Agreement and the consummation of the transactions contemplated thereby will not constitute a default under SELLER'S Trust Agreement and SELLER is not otherwise in contravention of any law, order, ordinance or governmental restriction or regulation by which SELLER is bound or subject. There are no leases, purchase options, rights of first refusal, or any other agreements which grant any other party any right of use of occupancy in effect with respect to the Property or any portion thereof. SELLER will convey on the date of closing, all of the Property, including all improvements, fixtures, and trade fixtures comprising the same, free and clear of all liens, security interests, leases, restrictions, charges and encumbrances, other than described or attached hereto as Permitted Encumbrances. There are no management, maintenance, supply, utility or service contracts or commitments relating to the Property which will extend beyond the date of closing which are not cancelable without penalty or premium upon not more than 30 days advance notice. To the best of SELLER'S knowledge: there is no action, litigation, investigation, condemnation or proceeding of any kind pending against SELLER or the Property which could adversely affect the Property, any portion thereof or title thereto EXCEPT for the investigation resulting fi'om an explosion that occurred on the Property on December 28, 2004 and the debris removal which was necessitated by that explosion. The Minnesota Pollution Control Agency (the "MPCA") has monitored the debris removal and this process is more fully outlined in the documents to