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05-19-99 13:43 From-KENNEDY i GRAVEN +6123379310 T-806 P.07/31 F-170 <br /> Developer may proceed to closing and in such event, the Authority shall either assign to Developer <br /> all rights to recover any awards for such action in eminent domain or proposed taking or pay to <br /> Developer any such awards or any proceeds already received. Authority agrees to keep the Property <br /> continually insured during the term of this Agreement. U, pnor to the Date of Closing, all or ;i <br /> portion of the Property shall be damaged or destroyed by any casualty such that the damage or <br /> destruction will cost in excess of$5,000 to repair, Developer, at its sole discretion, shall have the <br /> right to terminate this Agreement without liability on its part, by so notifying Authority in writing <br /> and all sums heretofore paid by Developer shall be promptly refunded to Developer. At <br /> Developer's option, Developer may proceed to closing and Authority shall either assign to <br /> Developer ;ill rights under existing insurance policies to recover insurance proceeds for such <br /> damage or pay to Developer all insurance proceeds already recovered on account of such damage. <br /> 7.0. Representations by the Authority and Developer. The Authority and the Developer <br /> make the following representations as the basis for the undertaking on their part herein contained: <br /> 7.1. Representations of Authority. As an essential part of this Agreement and in <br /> order to induce Developer to enter into this Agreement and purchase the Property, Authority <br /> hereby represents and warrants to Developer <br /> (a) The Authority has the power to enter into this Agreement and carry <br /> out its obligations hereunder. <br /> 7.2. Representations and Warranties by the Developer. The Developer represents <br /> and warrants that: <br /> (a) The Developer is a duly organized corporation, in good standing <br /> under the laws of the State of Minnesota, is not in violation of any provisions of as <br /> charter, bylaws, or the laws of the State, is duly authorized to transact business <br /> within the State, has power to enter into this Agreement, and has duly authorized the <br /> execution, delivery, and performance of this Agreement by proper action of its <br /> board of directors. <br /> (b) The Developer has received no notice or communication from any <br /> local,State, or federal official that the activities of the Developer or the Authority on <br /> the Property may be or will be in violation of any environmental law or regulation <br /> (other than those notices or communications of which the Authority is aware). The <br /> Developer is aware of no facts the existence of which would cause it to be in <br /> violation of or give any person a valid claim under any local, State, or federal <br /> environmental law, regulation, or review procedure a, to the Property, or any other <br /> project within the City. <br /> (c) Neither the execution and delivery of this Agreement, the <br /> consummation of the transactions contemplated hereby, nor the fulfillment of or <br /> compliance with the terms and conditions of this Agreement is prevented, limited <br /> by, or conflicts with or results in a breach of the terms, conditions, or provisions of <br /> any corporate or partnership restriction or any evidences of indebtedness,agreement, <br /> or instrument of whatever nature to which the Developer is now a parry or by which <br /> DIG-102543 5 <br />