HRA PACKET 10272020 - Laserfiche WebLink

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4 4839-8767-9929\3 If any matters which render title to a Parcel as being unmarketable are discovered by or reported to buyer on or prior to the date of the Closing which are not shown on the original title commitment, or which were created or came into existence on or after the date of delivery of the original title commitment, buyer shall notify seller in writing of any additional objections to such title defects as soon as reasonably possible, and the parties will attempt to resolve such objection in the manner provided above and the Closing will be delayed as necessary. Notwithstanding anything contrary elsewhere in this Agreement, (i) any land use restrictions or agreements related to the Node Project and/or the New Bremer Project (e.g., planned unit development ordinance and agreements, tax increment financing agreement, etc.) will be a Permitted Encumbrance and (ii) any monetary liens of a definite and ascertainable amount, whether voluntary or involuntary created, assumed or otherwise caused by the seller will not be a Permitted Encumbrance and must be satisfied by the applicable seller at or before the Closing. 8. Title Policies. (a) Bremer’s obligation to convey the Bremer Parcel to HRA hereunder is contingent on Bremer’s receipt, subject to payment of all premiums therefor by Bremer, of a title insurance policy from Guaranty Commercial Title Insurance Company, insuring that Bremer has good and marketable fee simple title to the HRA Parcel, subject only to Permitted Encumbrances. (b) HRA’s obligation to convey the HRA Parcel to Bremer hereunder is contingent on Bremer’s receipt, subject to payment of all premiums therefor by HRA, of a title insurance policy from Guaranty Commercial Title Insurance Company, insuring that HRA has good and marketable fee simple title to the Bremer Parcel, subject only to Permitted Encumbrances. 9. HRA Approval of Land Swap. The respective obligations of Bremer and HRA hereunder are each expressly contingent on approval in writing of the conveyances contemplated hereunder by the HRA. 10. Inspection Rights and Costs. Each party hereby grants to the other party a right of access to the respective parcels being conveyed hereunder for the purposes of allowing the parties to conduct inspections and tests of the other party’s parcel. Notwithstanding the foregoing, neither party shall conduct any subsurface or testing without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Bremer agrees to indemnify and hold HRA harmless from any and all liability, claims, causes of action, damages, charges, costs and other expenses, including without limitation reasonable attorney’s fees, paid, incurred or asserted against HRA based on or caused by any negligence or other wrongful act or omission by Bremer, its agents, employees or contractors in exercising its rights under this Section 10 to enter onto the HRA Parcel. HRA agrees to indemnify and hold Bremer harmless from any and all liability, claims, causes of action, damages, charges, costs and other expenses, including without limitation reasonable attorney’s fees, paid, incurred or asserted against Bremer based on or caused by any