Agenda - Council - 10/25/2005 - Laserfiche WebLink

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9. DAMAGES TO REAL PROPERTY. If the Property is substantially damaged ~ prior [o closing, this Agreement shall termifl'~te' and any Earnest Money shall be refunded to [tLiYER. If the Property is damaged materially but less than substantially pri.or to closing, B UYE R? nor 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 ~ 0. 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, SELLER represents and warrants to and agrees with BUYER that: SELLER is a corporation duly organized and validly existing and in good standing under the laws of the State of Minnesota and has all requisite power and authority 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 Articles of Incorporation, Bylaws, nor under any indenture, agreement, contract, mortgage or other instrument to which SELLER is a party, and SELLER is not otherwise in contravention of any law, order, ordinance or governmental resthction or regulation'by which SELLER is bound or subject. There are no leases, purchase options, rights of frrst refusal, or any other agreements which grant any other party any fight of use of occupancy in effect with respect to the Property or any portion thereof. SELLER will convey on the date of closing, alt 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 P~'operty, any portion thereof or title thereto. No notice of hearing has been received from any governmental assessing authority, concerning a new public improvement project the costs of which project may be assessed against the Property. -301-