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Authoritv. (i)Seller is a duly qualified to transact business in the State:(ii)Seller has the power to 9.33. As used herein,"Hazardous Substances"means any substance giving rise to
<br /> enter into this t�greement aud all the Seller's Closing llocuments signed by it; (iii) such liability under the Resource Conservation and Recovery nct, 42 U.S.C.
<br /> documents ltave beeu duly authorized on Ute part of Seller and have been or will be duly Section 6901 et seq•, the Comprehensive Environmental Response,
<br /> executed; and (iv) such documents are valid and bindi�g obligations of Seller, and are Compensation and Liability Act,42 U.S.G�Sections 9601 et sea. (including
<br /> enforceable in accordance witl� Uieir tenns. No cousents or approvals from any ihird the so-called"Superfund'amendments thereto),or other applicable, federal,
<br /> parties are required for Seller to perform its obligations under this Agreement. state or local statute, law, ordinance, rule or regulation goveming or
<br /> pertaining to any hazardous substances,hazardous wastes,chemicals or other
<br /> 9.1. Individual Sewa e "Creat�nent S stems. To the best of Seller's knowledge, the materials, including without limitation asbestos, polychlorinated biphenyls,
<br /> Ptroperty does not include an `9ndividual Sewage 1�realment Systems" o�� the radon, petroleum and auy derivative thereof, or any common law theory
<br /> described Property within the n�eauiug of Minn.Stat.§ 1 15.55. based on nuisance or strict liability (all of the foregoing statutes, laws,
<br /> 9.2. Wells. I;xcept as disclosed in a Well Disclosure Certificate delivered at Closing,to ordina��ces, rules, regulations and common law theories being sometimes
<br /> the best of Seller's knowledge,there are no wells on the Property. collectively hereinaher referred to as"E�vironmental Laws").
<br /> 9.h. No Conflict or Lien. Neither the execution or delivery of this Agreement nor the
<br /> 9.3. Storage Ta�ilcs. To the best of Seller's knowledge,no above ground or underground consummation of the transaction as contemplated herein will con(lict with or result
<br /> tauks are located in or about the Property,or have been located under,in or about the in a breacl�of any contract, license or undertaki�g to which Seller is a party or by
<br /> Property aiid have subsequently been removed or filled. '1'o die best uf Seller's which any oF its property is bound,or constitute a default thereunder or,except as
<br /> knowledge,to the exte��t storage tanks exist on or under the Property, such storage contemplated herein, result in the creation of any lien or encumbrance upon the
<br /> tanks have been duly registered with all appropriate regulatory and goverumental Property.
<br /> bodics, and od�erwise are in compliance with applicable federal, state and local
<br /> statules,regulations,ordinances and other regulatory requireinents. 9.5. No Proceedines. "Co the best of Seller's knowledge, no legal or administrative
<br /> Leases/Unrecorded Aereetnent. There are no leases affecting the Property, and, to Seller's proceeding is tl�reateued or pending against Seller whicli would adversely affeet its
<br /> right to convey the Property to Duyer as contemplated in this Agreement To the
<br /> knowledge, there are ��o um�ecorded agreements, undeitakings or restrictions which affect best of Seller's knowledge, there are no condemnation or emineut domain
<br /> the Property. proceedings pending or threatened wiUi respect to the Property and there are no legal
<br /> Hazazdous Substances. or administrative proceedings pending or threatened affecting the Property.
<br /> 93.1. Except as may be disclosed in the environmental repoits delivered to Buper 9.6. UtiLities. Water, gas, telephone, electricity and storni sewer ulilities are currently
<br /> within ten(10)days oC the I�fCective Date,the Property(A)is not subject to available o❑ or near the Property and with the capacity to handle the proposed
<br /> any private�or governmental lien or judicial or administrative notice,order or
<br /> improvement without additional cost to[3uyer.
<br /> action relating to[Iazardous Substauces(as herein defined)or eiiviromnental Seller will indemnify Buyer, its successors and assigns, against, �nd will hold Buyer, its
<br /> probleuts, en�ironmental impairments or environmental liabilities with successors and assigns, harmfess from, any expenses ar damages, including reasonable
<br /> respect to the I roperty and(B)to the hest of Seller's knowledge,the Yroperty attorneys' fees,that Buyer incurs because of the breach of any of the above representations
<br /> is not in,or wilh any applicabfe notice and/or lapse of Lime,and/or failure to and warranties for any expenses or dau�ages incurred within one (1) year of Closing.
<br /> take certain curative or temedial actions, will not be in violation of any Consummation of this Agreement by Buyer with knowledge of any such breach by Seller
<br /> Environmental Laws(as herein defined). constitutes a waiver or release by Buyer of any claims due to such breach.
<br /> 9.3.2. To the best of Seller's knowledge,no Hazardous Substances are located on or 10. Broker's Commission. Seller and Buyer represent to each other that they have dealt with no
<br /> have been stored,generated,used,processcd or disposed of on or released or brokers, finders or the like in connection with this transaction,and agree to indemnify and
<br /> discharged from(including ground water contamination)the Property and no hold each other harmless from all claims, damages, costs or expenses of or for any other
<br /> above or underground storage tanks exist on,or have been rerooved frotn the sucli fees or commissions resulting from their actions or agreements regarding the execution
<br /> Property. Seller shall not allow,prior to Closing,any Hazardous Substances or perfonnance of this Agreement,and will pay all costs of defending any action or lawsuit
<br /> to exist or be stored, generated, used, located, discharged, released, brought to recover any such fees or commissions incurred by the other party, including
<br /> possessed, managed, processed or otherwise liandled on the Property, and reasonable atrorneys'fees.
<br /> Seller shall comply with all Environmental Laws aCfecting the Propeity.
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