Agenda - Council - 09/27/2005 - Laserfiche WebLink

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event that BUYER reasonably determines that the Property is unacceptable to BUYER due to the c:ondition of the Property, BUYER shall give SELLER written notice of such fact as soon as possible and in any event on or before the expiration of the Review Period. If any such unacceptable matter can be corrected by thc mutual agreement of SELLER and BUYER (without any obligation on the part of either SF, I,lJI~I~, or BtJYER to so agree), then this Agreement shall be amended as appropriate on or before the cml cji' thc Review Period. In the event SELLER and BUYER are unable to so agree, BUYER may, at BUYI'~R'S option, terminate this Agreement by written notice to SELLER prior to the expiration of the Review Period. BUYER'S preserving this Agreement in effect shall be deemed an approval of the ['ropcrty, and BUYER waives any right to object further to any of the foregoing. BUYER shall hold any and all materials and information in confidence, subject to the State of Minnesota's data privacy laws as applied to BUYER, a Minnesota Municipal Corporation and BUYER shall indemnify, protect, defend and- hold Sl~',l ;I,I';R harmless fi'om and against any and all loss, cost, claim, liability or expense arising out of ~ny inspection or contact made pnrsuant to this Agreement or otherwise. In the event the transaction does not close for any reason, BUYER shall restore the areas of the Property unreasonably disturbed by its Review, lo substantially the same condition as existed prior to the BUYER'S entry on the Property. ll[IYl~;l{ shall deliver to SELLER, at no cost to SELLER, copies of all surveys, reports, audits or similar inlbrmatim~ obtained during the Review Period. 8. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes and assessments shall be payable as follows: a. Real estate taxes due and payable in the year of closing shall be prorated between SI.;I,LER and BUYER as of the Closing Date based on a calendar year commenced January 1. b. SELLER shall pay all special assessments levied, pending, approved or deferred as of the Closing Date. c. SELLER shall pay on the Closing Date, any deferred real estate taxes, payment which is required as a result of the Closing of this sale. d. BUYER shall pay real estate taxes payable in the year subsequent to the closing and Ihcrcaflcr. Sl:,l,l,lCR makes no representation concerning the amount of future real estate taxes or of future special assessments. 9. SELLER'S REPRESENTATIONS AND WARRANTIES. As an essential part of this Agreement and in order to induce BUYER to enter into this Agreement and to purchase the Property, StOl ,l ~t~;R represents and warrants to and agrees with BUYER that: a. SELLER has all requisite power and authority under its trust to enter into and to perform this Agreement according to its terms. b. SELLER has duly and validly authorized and executed this Agreement and the consummation of the transactions contemplated thereby will not constitute a default under SI~;I~I~[';R'S organizational documents and SELLER is not otherwise in contravention of any law, order, ordinance or governmental restriction or regulation by which SELLER is bound or subject. c. There are no unrecorded contracts, leases, purchase options, rights of first J'cfitsal, casements or any other agreements or claims of any third party which grant any other party any right of use or occupancy with respect to the Property or any portion thereof or which 2