09-22-1999 Council Agenda - Laserfiche WebLink

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incident to the property up to and including the date of closing or which are in any way related to the ownership, maintenance or operation of the property, and all expenses related thereof, including, without limitation, court costs and attorneys' fees, except to the extent caused by an act or omission of Purchaser, its agents, employees or contractors. Purchaser agrees to indemnify and hold Seller, its successors and assigns, harmless of and from any and all liabilities, claims, causes of action, penalties, demands and expenses of any kind or nature whatsoever (except those items which by this Agreement specifically become the obligation of the Seller) arising out of activities of Purchaser, including its successors and assigns, on Property from the date of execution of this Agreement to the date of closing. 23. Well Disclosure. Check one of the following: Seller certifies that Seller does not know of any wells on the Property. Wells on the Property are disclosed by Seller on the attached Well Disclosure form. 24. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon Seller and Purchaser and their respective heirs, executors, legal representatives, successors and assigns. It is further understood that this Agreement may be assigned by Purchaser to another party, and that Seller understands that Seller acquires no additional rights because of this assignment. 25. Time of the Essence. Time is of the essence of this Agreement and the closing of the transaction contemplated hereby. 26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 27. Entire Agreement. This Agreement constitutes the entire agreement of the parties relative to the sale of the Property. The parties acknowledge there exists no understanding or provisions relative to the sale of the Property except as set forth in this Agreement. This Agreement may not be changed, waived, discharged or terminated except in writing executed by Purchaser and Seller or canceled pursuant to statute. 28. Construction. No provision of this Agreement shall be construed by any court or other judicial authority against either Seller or Purchaser by reason of any such party being deemed to have drafted or structured such provision. Headings contained in this Agreement are for convenience of reference only and shall not be considered in the construction hereof. 29. Survival of Closing. All representations, warranties, agreements and indemnities contained in this Agreement shall survive the closing. Page 100