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

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SELLER shall pay on ~e date of closing, any deferred real estate taxes or special assessments payment of which is required as a result o.f the closing of this sale. BUYER shall pay real estate taxes due and payable in the year following closing and thereafter and any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided for he/~ein. SELLER makes no representation concerning the amount of future real estate taxes or of future sp~cial assessments. 9. DAMAGES 'TO REAL 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 dJys from the date of such damage, may declare this A~eement null and void and upon said declaration SELLER shall immediately refund BUYER's Earnest. Money in 10. 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 ?roperty, SELLER represents and warrants to and agrees with BUYER that: ao 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 restriction or regulation by which SELLER is bound or subject. There are no contracts, leases, purchase options, fights'of first 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 EXCEPT that SELLER discloses that its interest in the Property is as a "BUYER" on that certain Purchase Agreement dated August 31, 2005 with Bruce W. Volk and Victoria L. Volk, husband anti wife, as "Seller". SELLER will convey on the date of closing, ali of the Property, including all improvements, fixtures, and trade fixturiS 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. -313-