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COMMERCIAL PURCHASE AGREEMENT <br />126. Page 4 Date <br />127.Property located at . <br /> 0M:LSSLY^P[OPU[OL*\YL7LYPVKWYV]PKLKHIV]LKVLZUV[J\YL[OLZWLJPÄLKVIQLJ[PVUZ^OPJO:LSSLY»ZUV[PJLPUKPJH[LK <br />129.Seller would endeavor to cure, Buyer may, as its sole remedy, declare this Purchase Agreement canceled by written <br />UV[PJL[V:LSSLYVYSPJLUZLLYLWYLZLU[PUNVYHZZPZ[PUN:LSSLYNP]LU^P[OPUÄ]LKH`ZHM[LY[OLLUKVM[OL*\YL7LYPVK <br />131.in which case this Purchase Agreement is canceled. Buyer and Seller shall immediately sign a Cancellation of Purchase <br />132.AgreementJVUÄYTPUNZHPKJHUJLSSH[PVUHUKKPYLJ[PUNHSSLHYULZ[TVUL`WHPKOLYL[VILYLM\UKLK[V)\`LY5LP[OLY <br />133.party shall be liable for damages here to the other. In the alternative, Buyer may elect to waive such objections by <br />WYV]PKPUN^YP[[LUUV[PJL[V:LSSLYVYSPJLUZLLYLWYLZLU[PUNVYHZZPZ[PUN:LSSLY^P[OPUZ\JOÄ]LKH`WLYPVKHUKHJJLW[ <br />135.title subject to such uncured objections, in which event, Buyer shall be bound to proceed with the closing and to purchase <br />136.the Property subject to the objections Seller has not cured without reduction in the Purchase Price. If neither notice <br />PZNP]LUI`)\`LY^P[OPUZ\JOÄ]LKH`WLYPVK)\`LYZOHSSILKLLTLK[VOH]LLSLJ[LK[V^HP]L[OLVIQLJ[PVUZHUK <br />138.to proceed to closing as provided in the immediately preceding sentence. <br />139.If title is marketable, or is made marketable as provided here, and Buyer defaults in any of the agreements here, <br />:LSSLYPUHKKP[PVU[VHU`V[OLYYPNO[VYYLTLK`H]HPSHISL[V:LSSLYOLYLH[SH^VYPULX\P[`TH`JHUJLS[OPZ7\YJOHZL <br />141.Agreement as provided by either MN Statute 559.21 or MN Statute 559.217, whichever is applicable, and retain all <br />LHYULZ[TVUL`WHPKOLYLHZSPX\PKH[LKKHTHNLZ <br />143.If title is marketable, or is made marketable as provided here, and Seller defaults in any of the agreements here, <br />)\`LYTH`PUHKKP[PVU[VHU`V[OLYYPNO[VYYLTLK`H]HPSHISL[V)\`LYOLYLZLLRZWLJPÄJWLYMVYTHUJL^P[OPUZP_ <br />145.(6) months after such right of action arises. <br />146.REPRESENTATIONS AND WARRANTIES OF SELLER: The following representations made are to the best <br />147. of Seller's knowledge. <br />148.There is no action, litigation, investigation, condemnation, or other proceeding of any kind pending or threatened <br />149.against Seller or any portion of the Property. In the event Seller becomes aware of any such proceeding prior to <br />150.closing, Seller will promptly notify Buyer of such proceeding. <br />151.The Property is in compliance with all applicable provisions of all planning, zoning, and subdivision rules; regulations; <br />152.and statutes. Seller has obtained all necessary licenses, permits, and approvals necessary for the ownership and <br />153.operation of the Property. <br /> 7YPVY[V[OLJSVZPUNWH`TLU[PUM\SS^PSSOH]LILLUTHKLMVYHSSSHIVYTH[LYPHSZTHJOPULY`Ä_[\YLZVY[VVSZM\YUPZOLK <br />155.within the 120 days immediately preceding the closing in connection with construction, alteration, or repair of any <br />156.structure on, or improvement to, the Property. <br />157.Seller has not received any notice from any governmental authority as to condemnation proceedings, or violation of <br />HU`SH^VYKPUHUJLYLN\SH[PVUJVKLVYVYKLYHɈLJ[PUN[OL7YVWLY[`0M[OL7YVWLY[`PZZ\IQLJ[[VYLZ[YPJ[P]LJV]LUHU[Z <br />159.Seller has not received any notice from any person or authority as to a breach of the covenants. Any such notices <br />160.received by Seller shall be provided to Buyer immediately. <br />:LSSLYOHZUV[L_LJ\[LKHU`VW[PVUZ[VW\YJOHZLYPNO[ZVMÄYZ[YLM\ZHSVYHU`V[OLYHNYLLTLU[ZNP]PUNHU`WLYZVUVY <br /> V[OLYLU[P[`[OLYPNO[[VW\YJOHZLVYV[OLY^PZLHJX\PYLHU`PU[LYLZ[PU[OL7YVWLY[`HUK:LSSLYPZ\UH^HYLVMHU`VW[PVUZ <br /> [VW\YJOHZLYPNO[ZVMÄYZ[YLM\ZHSVYV[OLYZPTPSHYYPNO[ZHɈLJ[PUN[OL7YVWLY[` <br />164.The legal description of the real property to be conveyed has been or shall be approved for recording as of the date <br />165.of closing. <br />166.If Seller is an organized entity, Seller represents and warrants to Buyer that Seller is duly organized and is in good <br />Z[HUKPUN\UKLY[OLSH^ZVM[OL:[H[LVM4PUULZV[H"[OH[:LSSLYPZK\S`X\HSPÄLK[V[YHUZHJ[I\ZPULZZPU[OL:[H[LVM <br /> 4PUULZV[H"[OH[:LSSLYOHZ[OLYLX\PZP[LVYNHUPaH[PVUHSWV^LYHUKH\[OVYP[`[VLU[LYPU[V[OPZ7\YJOHZL(NYLLTLU[HUK <br />169.the Seller's closing documents signed by it; such documents have been duly authorized by all necessary action on <br />170.the part of Seller and have been duly executed and delivered; that the execution, delivery, and performance by Seller of <br />Z\JOKVJ\TLU[ZKVUV[JVUÅPJ[^P[OVYYLZ\S[PUH]PVSH[PVUVM:LSSLY»ZVYNHUPaH[PVUHSKVJ\TLU[ZVY)`SH^ZVYHU`Q\KNTLU[ <br />172.order, or decree of any court or arbiter to which Seller is a party; and that such documents are valid and binding obligations <br />173.of Seller, and are enforceable in accordance with their terms. <br />174.Seller will indemnify Buyer, its successors and assigns, against and will hold Buyer, its successors and assigns, <br />175.harmless from, any expenses or damages, including reasonable attorneys’ fees, that Buyer incurs because of the <br />176.breach of any of the above representations and warranties, whether such breach is discovered before or after the <br />177.date of closing. <br />178.See attached Addendum to Commercial Purchase Agreement: Due Diligence, if any, for additional representations <br />179.and warranties. <br />MNC:PA-4 (8/21) <br />March 29 2022 <br />2750 Rice Street Little Canada 55113MN