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

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of BUYER in connection with such claim or proceeding. Neither SELLER nor BUYER shall settler'S'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 indemnified. 11. BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER represents and warrants that it has full right and authority to execute this Agreement and to execute and' deliver ail documents and instruments required of SELLER under the provisions of this Agreement. 1.2. BUYER'S INDEMNITY. BI-JYER will indemnify sELLER, its successors and assigns, against, and will hold SELLER, its successors and assigns,.harmless from, any expenses or damages, including reasonable attorneys' fees, that SELLER incurs because or,he breach of any of thc representations and warranties 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 representation is made "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 any such breach by BUYER will not constit~te a waiver or release ivy 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 u~der this paragraph 12 with counsel reasonably 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 actual or potential 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 pay 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 b~'t~nreasonably withheld, conditioned or delayed), ur~less such settlement requires no admission 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. 13. ENVIRONMENTAL ISSUES. SELLER represents that there is a 200 cubic yard debris pile located on the Property consisting of TSCA regulated waste AND there is significant soil contamination on the Property. The estimated cost of environmentally proper removal of the TSCA waste and the impacted soils as estimated by the BUYER's environmental consultant is $441,000.00. BUYER assumes the responsibility for and cost of said TSCA debris pile removal ar~.d impacted soil removal and agrees to hold BUYER harmless from removal of same. 14. CLOSING. Closing shall be at the office of REGISTERED ABSTRACTERS, ff, iC., 2115 - 3rd Avenue North, Anoka, Minnesota 55303, or such other office as the BUYER and SELLER may hereafter agree. Closing shall take place within forty (40) days from the date of this Am'cement or such earlier date as the parties hereto may agree upon. On the closing date, BUYER s?,all deliver the Purchase Price to SELLER and SELLER shall execute and/or deliver to BUYER the following (collectively, "SELLER's Closing Documents"): A warranty deed, conveying the Property to BUYER, free and clear of all liens, security interests, leases, restrictions, charges and encumbrances, other than described or attached hereto as Permitted Encumbrances. -303-