Agenda - Council - 04/25/2006 - Laserfiche WebLink

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d. Covenants, conditions, restrictions and easements of record. 7. REVIEW PERIOD. Within five (5) days following the execution of this Agreement, SELLER shall provide to BUYER copies of any Environmental Site Assessment reports in its possession relating to the Property and/or any reports, notifications, or correspondence of any kind from any governmental entities relating to environmental conditions of the Property. BUYER shall have thirty (30) days from the date hereof ("Review Period") to inspect the Property. SELLER agrees to permit access to the Property at reasonable times and with advance notice, to BUYER'S authorized inspectors. In the event that BUYER reasonably determines that the Property is unacceptable to BUYER due to the condition 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 the mutual agreement of SELLER and BUYER (without any obligation on the part of either SELLER or BUYER to so agree), then this Agreement shall be amended as appropriate on or before the end of the Review Period. In the event SELLER and BUYER are unable to so agree, BUYER may, at BUYER'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 Property, 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 SELLER harmless from and against any and all loss, cost, claim, liability or expense arising out of any inspection or contact made pursuant 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, to substantially the same condition as existed prior to the BUYER'S entry on the Property. BUYER shall deliver to SELLER, at no cost to SELLER, copies of all surveys, reports, audits or similar information 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 SELLER 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 of 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 thereafter. 2 121131046v3 820716 4/20/06