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DRAFT 4.5.2022 with this Agreement, do not constitute warranties or representations of any nature. The foregoing provision shall survive Closing and shall not be deemed merged into any instrument of conveyance delivered at Closing. d. The Authority does not know of any wells on the Property, and will so certify in the deed conveying the Property to the Developer. e. The Authority does not know of any underground storage tanks on the Property. The Authority has no knowledge of any individual sewage treatment system on or serving the Property. 10. Conditions Precedent to Acquisition and Conveyance. Notwithstanding anything herein to the contrary, the Authority shall not be obligated to convey the Property to the Developer until the following conditions precedent have been satisfied: a. The Authority has held a public hearing and fulfilled all requirements of Minnesota Statutes, section 469.105; and b. There has been no Event of Default on the part of the Developer which has not been cured. All of the above conditions precedent shall occur within the timeframe established in section 11 of this Agreement, unless extended by the terms of this Agreement. Any or all of the above conditions precedent may also be waived by the Authority in its sole discretion. 11. Closing; Delivery and Recording. a. Subject to the substantial satisfaction of all of the terms and conditions contained herein which must be satisfied prior to the Authority's conveyance of the Property to the Developer, the Authority shall execute and deliver the Property Deed to the Developer at closing. Closing shall occur on a mutually agreeable date (the "Date of Closing"). However, if closing has not occurred by a date eight (8) months after execution of this Agreement, either party may terminate this Agreement by notice to the other in accordance this Agreement. The Developer shall have possession of the Property upon closing. Closing shall be at the offices of the Authority, 2401 Mounds View Boulevard, Mounds View, Minnesota 55112 or such other location to which the parties may agree. Prior to closing, the Authority shall submit to the Developer a copy of the Property Deed and other closing documents for review. The Property Deed shall be in recordable form and shall be recorded among the County land records. b. On the Date of Closing, the Developer shall be responsible for and pay: (1) the cost of recording the Property Deed and this Agreement; 5 DOCSOPEN\MU205\53\788760.v5-4/5/22