Resolution No. 15-04 EDA - Laserfiche WebLink

Home Search

(2) to Seller's best knowledge and belief, no use by Seller, any prior owner of the Property, or any other person has occurred which violates or has been alleged to violate any applicable Environmental Law, and the Property is not on any "Superfund" list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. c. Indemnity. To the extent allowed by law, Seller shall indemnify, defend and hold Purchaser, its successors and assigns harmless from and against all fines, penalties, liabilities, claims, suits, actions, damages, losses, costs and expenses including, without limitation, attorney's fees, consequential damages and the cost of any environmental remediation, removal, response, abatement, clean-up, investigation and monitoring, directly or indirectly, and in whole or in part, arising out of or attributable to a breach of any of the representations, warranties or covenants of Seller in this Contract. d. Remedy. In the event that any of Seller's representations, warranties or covenants set forth in this Contract are not true and correct as of the Closing Date, Purchaser may, in addition to its other remedies, either: (1) terminate this Contract pursuant to Section 14; or (2) elect to Close under this Contract notwithstanding the failure of such representation or warranty, in which event the Closing shall not be deemed a waiver by Purchaser of the failure of such representation or warranty and Purchaser may recover from Seller any damages sustained by Purchaser as a result of the failure of such representation or warranty. e. Update and Survival of Representation, Warranties, Covenants and Indemnity. (1) Notwithstanding anything to the contrary contained herein, the representations, warranties and covenants in this Contract shall be deemed remade as to the Property, as of Closing. (2) If any of the representations, warranties and covenants contained herein are or become untrue or incorrect before Closing, Seller shall use Seller's good faith best efforts to take such necessary action to make such representations, warranties and covenants true and correct as of the Closing Date. (3) The representations, warranties and covenants and the indemnification provisions in this Contract shall survive Closing or any termination of this Contract and shall not be merged therein. 9. SELLER'S ACQUISITION AGREEMENT . INTENTIONALLY DELETED. 10. MEMORANDUM OF CONTRACT. Upon request of either Party at any time, both Parties shall promptly execute a memorandum of this Contract suitable for filing of record in substantially the form attached hereto as Exhibit B. 10 DRAFT 109378462-v5-drh lino lakes Purchase and Sale Agreement.docx