04/13/1998 Council Packet - Laserfiche WebLink

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6.2 Rights of Others to Purchase Credits. Seller has not entered into any other contracts for the sale of the Credits, nor are there any rights of first refusal or options to purchase the Credits or any other rights of others that might prevent the consummation of this Agreement. 6.3 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 Credits or the Land. Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors and assigns, harmless from, any expense or damages, including reasonable attorney's 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. Consummation of this Agreement by Buyer with knowledge of any such breach by Seller will not constitute a waiver or release by Buyer of any claims due to such breach. 7. Seller's Obligations with Respect to Land and Banked Wetland. Seller and Buyer agree that Seller shall be solely responsible for all matters with respect to the Land and the restoration or creation and maintenance of the Banked Wetland. Seller agrees to be responsible for and to indemnify Buyer and hold harmless Buyer from all liabilities (including reasonable attorney's fees in defending against claims) arising out of the ownership, operation or maintenance of the Land and the Banked Wetland, whether arising before or after the Closing. The foregoing shall be deemed to include, but not necessarily be limited to, liabilities with respect to the following: 7.1 Obligations of Depositor and Account Holder. All obligations of the depositor and account holder with respect to the Banked Wetland pursuant to Minn. R. 8420.070 -.0760 (1993), including but not limited to: 7.1.1 All obligations of the account holder with respect to the procedures for auditing and monitoring the Banked Wetland pursuant to Minn. R. 8420.0750 (1993). 7.1.2 All obligations pertaining to corrective measures with respect to the Banked Wetland pursuant to Minn. R. 8420 0760 (1993). 7.2 Real Estate Taxes and Special Assessments. Real estate taxes and special assessments payable with respect to the Land. 7.3 Pollutants. Hazardous substances or wastes, pollutants, or contaminants of any kind generated, treated, stored, transferred from, released or disposed of or otherwise placed, deposited in, or located on the Land. 7.4 Violations of Laws. Violations of any state, local or federal law, regulation, rule or policy relating to the Land, Including but not limited to building, zoning, 4