2003-135 Council Resolution - Laserfiche WebLink

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Buyer hereby covenants, represents and warrants to City as follows: t) That Buyer is a corporation duly formed and validly existing under the laws of Minnesota; that all requisite resolutions or corporate authority and any other consents necessary for the consummation by Buyer of the transaction contemplated hereby have been duly adopted and obtained; that Buyer has full authority, power and right to execute, deliver and carry our the terms and conditions of this Agreement and of other documents to be executed and delivered by Buyer pursuant to or in connection with this Agreement; and that the consummation of the transaction herein contemplated, and compliance with the terms of this Agreement will not conflict with, or with or without notice, or the passage of time, or both, result in a breach of any judgment, order or decree of any court having jurisdiction over Buyer or Buyer's properties or any other regulations. u) That Buyer shall not take or omit to take any action that would result in a violation or breach of any of the covenants, representations or warranties set forth in this Agreement; that Buyer shall indemnify and hold City harmless from and against any and all damage, liability or loss (including, without limitation, actual attorneys' fees and costs) that City may incur to a third party by reason of any breach of, or inaccuracy in, the covenants, representations and warranties contained herein or in any certificate or other instrument furnished by Buyer to City pursuant hereto; and that Buyer's covenants, indemnities, representations and warranties contained in this Agreement shall survive the Closing for twenty-four (24) months 9. CLOSING - CLOSING DOCUMENTS. a) At Closing, City shall execute, as appropriate, and deliver to Buyer the following items: (i) A Warranty Deed (the "Deed"), conveying good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (ii) Evidence, reasonably satisfactory to Buyer and the Title Company, of authority of any person or persons executing instruments for or on behalf of City. (iii) A Certificate of Real Estate Value, as required by Minnesota law. (iv) A Well Disclosure Certificate, as required by Minnesota law. (v) An Affidavit in compliance with Section 1445 of the Internal Revenue Code, as amended, stating City's United States Identification Number and that City is not a "foreign person" as defined in Section 1445.