11-13-2002 Council Agenda - Laserfiche WebLink

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Buyer obligations under this Agreement and Seller terminates this Agreement pursuant to Minnesota Statutes, Section 559.21, the Demolition Agreement is not terminated and the obligations of Sherman Associates, Inc. under the Demolition Agreement survive. Buyer agrees to indemnify and defend Seller from and to hold Seller harmless against any and all claims, causes of action or expenses, including attorneys fees, relating to or arising from Buyer's presence on the Property prior to the Date of Closing. Buyer acknowledges that Buyer is purchasing the Property in reliance on the representations of Seller set forth in Section 12 and Buyer's inspection of the Property pursuant to this Section 14 and on Buyer's jud- e ncntjudgment regarding the sufficiency of such inspections. Buyer is not relying on any written or oral representations, warranties or statements that Seller or Seller's Agents have made except for the representations and warranties set forth in Section 12 of this Agreement. Buyer is purchasing the Property in "AS IS" condition. on: 15. Buyer's Contingencies. Buyer's obligations under this Agreement are contingent a. Buyer's acquisition, on or before the Date of Closing, of all rezoning, subdivision, site plan/design approvals, variances, conditional use permits, operating permits, building permits or other federal, state or local approvals or permits necessary for Buyer's intended use of the Property as a residential rental building containing affordable and market rate units available to individuals over the age of 62 or two or more individuals at least one whom is over 62 and containing approximately 14,000 square feet of commercial /retail space and an underground parking garage (collectively, "Permits "). Buyer must use Buyer's best efforts to obtain the Peuuits on or before the Date of Closing; and b. Buyer's acquisition of the United States Department of Housing and Urban Development's approval of a mortgage loan in an amount not less than $10,500,000.00 for a term of 40 years at an interest rate not greater than 7.5% per annum with an amortization period of not less than 40 years, and Buyer's acquisition of Ramsey County's approval of a HOME loan in an amount not less than $300,000.00 for a term of not less than 25 years at an interest rate of 3% accrued. Buyer must use Buyer's best efforts to obtain the above - described loan approvals. Buyer may exercise one or more of the contingencies described in this Section 15 at any time on or before the Date of Closing. The procedures for Buyer's exercise of the contingencies are set forth in Section 20 below. 16. Casualty Loss. If the Venetian Inn Building is damaged prior to the Date of Closing, Seller will promptly notify Buyer, in writing of such damage. Buyer assumes the risk of any damage to or loss of the Venetian Inn Building prior to the Date of Closing, and the Parties shall proceed pursuant to the terms of this Agreement notwithstanding any damage to the Venetian Inn Building prior to the Date of Closing without any reduction in or adjustment to the Purchase Price. 17. Condemnation. If a public or private entity with the power of eminent domain other than Seller or the EBRCity commences condemnation proceedings against all of any part 1428339vRed VS to V7; 11/1/02 7