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12-20-2017 Council Packet
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12-20-2017 Council Packet
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5 <br /> <br />accrued and unpaid on the Earnest Money, if any. <br /> <br />(b) Waive the objections and proceed to close. <br /> <br /> 11. Representations and Warranties Seller. Seller represents and warrants to Buyer as follows: <br /> <br /> (a) Assessments. Seller has received no notice of actual or threatened special assessments or <br />reassessments of the Property except assessments associated with the proposed development of the <br />Property. <br /> <br /> (b) Water Wells. Seller represents that wells exist on the Property. Buyer shall assume responsibility <br />for sealing any wells in accordance with Minnesota Department of Health requirements. <br /> <br /> (c) Access. To the best of Seller’s knowledge, no fact or condition exists which would result in the <br />termination of the current access from the Property to any presently existing streets and roads <br />adjoining or situated on the Property or to any existing sewer or other utility facility servicing <br />adjoining or situated on the Property. <br /> <br /> (d) Hazardous Waste. To the best of the Seller’s knowledge, the property is in compliance with all <br />applicable laws, including federal laws, has not been used for storage or disposal of any hazardous <br />or toxic substance, and the property is not in violation of any federal state, or local statutes, <br />ordinances or regulations concerning the disposal or storage of hazardous or toxic substance. <br /> <br />Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors and assigns, <br />harmless from, any e xpenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the <br />breach of any of the above representations and warranties, whether such breach is discovered before or after closing. <br />Each of the representations and warranties herein contained shall survive the Closing for a six (6) month period, at <br />which time the Seller’s obligations shall terminate. Wherever herein a representation is made to "the best <br />knowledge of Seller", such representation is limited to the knowledge of Seller as to facts or matters which Seller <br />actually knew or should have known. <br /> <br /> <br /> 12. Representations and Warranties by Buyer. <br /> <br />(a) Organization, Authority, Execution, Conflict. Buyer represents and warrants to Seller that <br />Buyer is a political subdivision duly organized and existing under the laws of the State of <br />Minnesota; that under the laws of the State of Minnesota, any contract for the purchase of real <br />property must be approved by the Buyer’s Board of Directors. Until such time as the Buyer’s <br />Board of Directors has adopted a resolution approving the terms of this Agreement, the Seller has <br />no right to enforce the terms and conditions of this Agreement against the Buyer. <br />(b) Anti-Terrorism, Executive Order 13224 and Public Law 107-56. The Buyer is not in violation <br />of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including <br />Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive <br />Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to <br />Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. The Buyer or, to the <br />knowledge of the Buyer, none of its agents acting or benefiting in any capacity in connection with <br />the transaction, is any of the following: <br /> <br />12(b)1 Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the <br />Executive Order; <br /> <br />12(b)2 Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is <br />listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; <br />
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