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

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n. SELLER certifies that sewage generated at the Property goes to a facility pcmfittcd by the Minnesota Pollution Control Agency and SELLER's Disclosure of Individual Sewage Trcattnent System is attached. o. SELLER acknowledges that upon successful Closing pursuant to the terms of lhis Agreement, SELLER will have waived any appeal or claim for real estate tax or assessments paid or payable as respects the Property. p. SELLER shall at its cost provide BUYER (within 20 days of the execution of this f'urchasc Agreement) with an ALTA/ASCM survey of the Property by a registered surveyor, cc~tificcl to BUYER, BUYER's Lender, and BUYER's Title Company, showing the location of lhe building and all improvements, easements, encroachments, and all utility rights upon the Property. SI';I.LER 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, fha! BTJYER inctn's because of the breach of any of the representations and warranties contained in this l'aragraph 9, whether such breach is discovered before or after Closing. Each of the representation and xvarranties herein contained shall survive the Closing. 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 9 with counsel reasonably acceptable to BUYER so long as SELLER is diligently defending such claim; provided that BUYER may participate in such proceeding at SELLER'S expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for SELLER reprcscnting both SELLER and BUYER in which event SELLER shall also pay the legal fees and expenses of BUYER in connection with such claim or proceeding. Neither SELLER nor BUYER 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 admission of liability on the part of the other and no assumption of any obligation or monetary payment for which BUYER has not been fully inclcmnil]cd. !(}o BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER represents and warralll$ that it has full right and authority to execute this Agreement and to execute and deliver all documents and instruments required of BUYER under the provisions of this Agreement. IIUYER will indemnify SELLER, its successors and assigns, against, and will hold SELLER, its successors and assigns, harlnless from, any expenses or damages, including reasonable attorneys' fees, that SI51 .l.l:.R incurs because of the breach of any of the representations and warranties contained in this l~aragraph 10, whether such breach is discovered before or after Closing. Each of the representation and warranties hcrcin contained shall survive the Closing. Consummation of this Agreement by SELLER with knowledge of any such breach by BUYER will not constitute a waiver or release by SELLER of any c Iai ms clue to such breach. BUYER shall have the right to assume defense of any claim asserted by a third party against SF~LLER for which BUYER is indemnifying SELLER under this paragraph 10 with counsel reasonably acceptable to SELLER so long as BUYER is diligently defending such claim; provided that SEI.I.I~;R may participate in such proceeding at SELLER'S expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for BUYER representing both BIJYt';R and SELLER in which event BUYER shall also pay the legal fees and expenses of S[:.I.I,t,;R in connection with such claim or proceeding. Neither BUYER nor SELLER shall settle any stlch claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the other 4