04-11-2018 Council Packet - Laserfiche WebLink

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9 covenant not to sue between the U.S. Government, the State of Minnesota, the City of New Brighton and others, a copy of which has been or will be provided to the Buyer, there are no substances or conditions in or on the Property which may support a claim or cause of action under RCRA, CERCLA or any other federal, state or local environmental statutes, regulations, ordinances or other environmental regulatory requirements, including without limitation, the Minnesota Environmental Response and Liability Act, Minn. Stat. 1158 ("MERLA") and the Minnesota Petroleum Tank Release Cleanup Act, Minn. Stat.115C. To the best knowledge of Seller after due inquiry, no above ground or underground tanks are located under, in or about the Property and have subsequently been removed or filled. 12.9 Rights of Others to Purchase Property. Seller has not entered into any other contracts for the sale of the property, nor are there any rights of first refusal or options to purchase the Property or any other rights of others that might prevent the consummation of this Agreement. 12.10 Seller's Defaults. To the best knowledge of Seller, Seller is not in default concerning any of its obligations or liabilities regarding the Property. 12.11 FIRPTA. Seller is not a "foreign person", foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code. 12.12 Use of Real Property. To the best knowledge of Seller, the Real Property is usable for current uses without violating any federal, state, local or other governmental building, zoning, health safety, platting, subdivision or other law, ordinance or regulation, or any applicable private restriction, and such use is a legal conforming use. 12.13 Proceedings. There is no action, litigation, investigation, condemnation or proceeding of any kind pending or to the best knowledge of Seller, threatened against Seller or any portion of the Property. 12.14 Agents and Employees. No management agents or other personnel employed in connection with the operation of the property have the right to continue such employment after the Closing Date. There are no claims for brokerage commission or other payments with respect to the existing Property, which will survive and remain unpaid after the Date of Closing. 12.15 Condition. Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors and assigns, harmless from, any expenses or damages including reasonable attorneys' fees, that Buyer incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after Closing. Each of the representations and warranties herein contained shall survive the Closing for a period of One (1) year, calculated from the date of closing. Wherever herein a representation is made to the "knowledge of Seller", such representation is limited to the knowledge of the employees of Seller charged with the provision of the management and operation of the Property. Except as herein expressly stated, Buyer is purchasing the Property based upon its own investigation and inquiry and is not relying on any representation of Seller or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions of examination herein set forth and the express warranties herein contained. Consummation of this Agreement by Buyer with knowledge of any breach of such representations and warranties by Seller will not constitute a waiver or release by Buyer of any claims due to such breach. 13. Representations and Warranties by Buyer. Buyer represents and warrants to Seller that Buyer has requisite power and authority to enter into and perform this Agreement