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3 518333v9 DTA MU205-47 b. In the event the Property is conveyed to the Developer, the Developer, or its assigns, will adhere to the terms and conditions contained in the Development Contracts and all local, State and federal laws and regulations, including, but not limited to, environmental, zoning, building code and public health laws. c. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions or any restriction or any evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. d. The Developer represents that there is no business subsidy provided by the Authority because, although the Developer is purchasing the Property below fair market value, the sole reason for said discount is the authority prescribed under Minnesota Statutes, section 282.01, subd. 1a(d). 4. Representations Ongoing. The representations and warranties set forth above shall be continuing and shall be true and correct as of the Date of Closing, as hereinafter defined, with the same force and effect as if made at that time. All such representations and warranties shall survive closing and shall not be merged in the delivery and execution of the deed or other instruments of conveyance called for in this Agreement. 5. Acquisition/Sale/Conveyance of the Property. In order to facilitate the financial feasibility of the Project and in consideration of the Developer's fulfillment of its covenants and obligations under the Development Contracts, and subject to the conditions precedent to closing outlined herein, the Authority agrees to endeavor to acquire and to sell the Property to the Developer and the Developer agrees to purchase the Property from the Authority for Fifty-Three Thousand Thirty-Six Dollars and Twenty-Five Cents ($53,036.25) (the “Purchase Price”). The Developer has provided the entire Purchase Price to the Authority. Provided that the Developer complies with the terms and conditions hereof, the Authority agrees to convey title and possession of the Property to the Developer at the Date of Closing by quit claim deed in the form attached hereto as Exhibit B (hereinafter the “Property Deed”). The conveyance of the Property and the Developer's use of the Property shall be subject to all of the conditions, covenants, restrictions and limitations imposed by the Development Contracts and the Property Deed. The conveyance of title to the Property and the Developer's use of the Property shall also be subject to the building and zoning laws and ordinances and all other City, State and federal laws and regulation, easements and rights of way. 6. Personal Property Included in Sale. There are no items of personal property or fixtures owned by the Authority and currently located on the Property for purposes of this sale.