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Each of the representations, covenants and warranties contained in this Agreement are <br />acknowledged by Seller to be material and to be relied upon by Buyer in proceeding with the <br />transaction contemplated herein, shall be deemed to have been remade by Seller as of the Closing <br />Date. The express representations and warranties made in this Agreement shall not merge into <br />any instrument or conveyance delivered at the Closing, and as such, shall survive the closing of <br />this transaction. No representation or warranty made herein by Seller, nor any statement, <br />information or document given or to be given by Seller to Buyer contains any untrue statement of <br />material fact or omits to state a material fact necessary to make the statements contained herein <br />not misleading. <br /> <br />5. Covenants of Seller. Seller hereby covenants to Buyer as follows: <br /> <br />(a) Operation of the Property. Until Closing or the earlier termination of this <br />Agreement, Seller shall: <br /> <br />(i) Not do anything, nor permit or suffer anything to be done, which <br />would impair or modify the status of title as shown on the Title <br />Commitment; <br /> <br />(ii) Operate and maintain the Property in substantially the same manner <br />as it was being operated and maintained prior to this Agreement; <br /> <br />(iii) Promptly pay all utilities, charges, trade payables, and other <br />operating expenses in the ordinary course of the operation of the <br />Improvements and/or the Property, as the same become due and <br />owing; and <br /> <br />(b) Termination of Agreements. As of or prior to Closing, Seller shall terminate <br />all service contracts, agreements, and/or contracts relating to the Property <br />(except for the Assumed Leases), and Seller shall bear all termination fees <br />or charges or other remaining obligations or liabilities attributable to these <br />terminated agreements. Buyer may waive Seller’s Termination of <br />Agreements covenant upon written notice of the specific service contract, <br />agreement, and/or contract which it does not want terminated. <br /> <br />(c) Cooperation. Seller agrees to reasonably cooperate with Buyer after the <br />Closing to provide for the orderly transition of ownership of the <br />Improvements and Personal Property, including, without limitation, the <br />communication with vendors and suppliers, employees, governmental <br />authorities and other parties.’ <br /> <br />6. Buyer’s Representations, Warranties and Covenants. <br /> <br />(a) Buyer is a public school corporation under the laws of the State of <br />Minnesota and has full right, power, and authority to enter into this <br />transaction.