2003-135 Council Resolution - Laserfiche WebLink

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or eminent domain proceedings pending or threatened in respect to the Property. If, prior to Closing, the Property or any part thereof is subject to a condemnation or eminent domain proceeding, City, immediately upon learning of the same, shall give written notice to Buyer. Thereafter, Buyer shall have a period of fifteen (15) days within which to elect, by written notice to City, to cancel this Agreement. In the event of cancellation under this Section 11, all Earnest Money, which has not become nonrefundable, shall be promptly refunded by City. This Agreement shall become null and void and of no further force or effect. Neither Buyer nor City shall have any further obligation or liability hereunder, except Buyer's indemnification as provided in Section 7 herein. If no such election is timely made, Buyer shall be deemed to have waived its rights under this Section 11; provided, however, that Buyer shall be entitled, upon Closing, to all of the proceeds of any condemnation award. City shall execute and deliver all documents reasonably requested of City in order to effectuate same. 12. REAL ESTATE COMMISSION. Buyer and City each represents and warrants to the other that, no person or entity is entitled to any commission or other fee in connection with this transaction. This warranty shall survive the Closing or the cancellation of this Agreement for any reason. City and Buyer each for itself as indemnitor shall indemnify the other party against any action, claim, loss or suit (including reasonable attorneys' costs and fees) incurred or suffered by the other party by reason of any misrepresentation or breach of warranty under this Section 12 by the indemnifying party. City, at its sole cost and expense, shall pay any commission or other fee which may be due from City, and shall indemnify and hold Buyer harmless therefrom. Buyer at its sole cost and expense, shall pay any commission or other fee which may be due from Buyer, and shall indemnify and hold City harmless therefrom. 13. EXPENSES. Except as otherwise provided in this Agreement, each party shall pay for its own accounting, consulting, engineering, legal, surveying and other similar expenses incurred in connection with the transactions contemplated by this Agreement, whether or not such transactions are consummated. 14. ASSUMED NAME CERTIFICATES. The parties hereto agree to execute, acknowledge and file or deliver such fictitious or assumed name amendments, certificate, counterparts, documents or instruments as may be required to comply with the laws of the State of Minnesota or of any other State in which the parties may elect to do business. 15. NUMBER OF DAYS. In computing the number of days for the purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and national legal holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or national legal holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or national legal holiday. 16. CONSTRUCTION. The parties acknowledge that each party and its counsel have reviewed and approved this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or Exhibits hereto.