10-13-1997 EDA - Laserfiche WebLink

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9. MISCELLANEOUS. • 9.1 Wherever in this Agreement it shall be required that notice or demand be given by either party to this Agreement to or on the other, such notice or demand shall not be deemed given or served unless in writing and forwarded by registered or certified mail, postage prepaid or by confirmed facsimile transmission, addressed as follows: (The date of transmission of the facsimile or the date deposited in the U.S. mail or with an expedited delivery carrier, shall be deemed the date of notice. Any date of performance falling on a Saturday, Sunday or holiday shall be deemed to occur on the first non- holiday weekday, next occurring.) To Seller at: Director of Economic Development City of Mounds View - Economic Development Authority 2401 Highway 10 Mounds View, MN 55112 Attn: Catherine Capone Bennett Fax No.: (612)784-3462 To Buyer at: Meridian Properties Real Estate Development L.P. c/o TOLD Development Company 6900 Wedgwood Road, Suite 100 Maple Grove, MN 55311 Fax No.: (612)420-7574 9.2 Risk of loss shall remain with Seller until the date of Closing. Seller shall promptly notify Buyer if the Property is substantially damaged by any casualty or if condemnation proceedings are commenced with respect to any part of the Property. If either of the events described above occurs prior to the Closing Date, Buyer may, at its option, terminate this Purchase Agreement by written notice given to Seller within ten (10) days after receipt of notice from Seller hereunder. If this Purchase Agreement is not so terminated, Buyer shall be obligated to close and shall thereafter be entitled to receive and retain all insurance proceeds or condemnation awards attributable to the event in question. 9.3 Except as expressly provided to the contrary herein, Seller agrees to indemnify, defend and hold Buyer harmless from and against any claim, loss, damage or expenses, including reasonable attorneys' fees, relating to the Property, caused by any action or failure to act of Seller and arising or accruing prior to Closing. 9.4 INTENTIONALLY DELETED. 9.5 This Agreement may be executed in separate counterparts. When counterparts have been executed and delivered by all parties, they shall constitute one integrated Agreement which shall be binding to the same extent as if all parties had executed the same counterpart. 9.6 This Agreement and any Rider attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof. Neither party is relying upon any H:\TOM\MOUNDSV.PUR 10.10.97 -7-