01-11-2016 Council Packet - Laserfiche WebLink

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184949v1 7 11. THE BARKLEYS’ COVENANTS, REPRESENTATIONS AND WARRANTIES. The Barkleys hereby covenant, represent and warrant to the City, as of the date of this Agreement and as of the Closing Date, as follows: (a) No Breach. The consummation of the transactions contemplated by this Agreement will not constitute a default or result in the breach of any term or provision of any contract or agreement to which the Barkleys are a party so as to adversely affect the consummation of such transactions. (b) No Actions. There is no action, suit, legal proceeding, investigation, condemnation or other proceeding pending or threatened against the Barkleys which may adversely affect the consummation of the transactions contemplated by this Agreement or affecting any portion of the Remnant Parcel, in any court, before any arbitrator of any kind or before or by any governmental body. (c) Liens. All work which has been performed in, on or about the Remnant Land or materials furnished thereto by the Barkleys or their contractors which might, in any circumstances, give rise to a mechanic’s or materialman’s lien has been paid for or all necessary waivers of right to a mechanic’s or materialman’s lien have been obtained. (d) Wells. The Barkleys certify that they do not know of any “Wells” on the described Remnant Parcel within the meaning of Minn. Stat. Chapter 103I, except as disclosed herein. This representation is intended to satisfy the requirements of that statute. (e) Title to Remnant Parcel. The Barkleys own the Remnant Parcel, free and clear of all encumbrances. (f) Environmental Laws. To the best of the Barkleys’ knowledge, no toxic or hazardous substances or wastes, pollutants or contaminants (as defined in applicable federal or state laws or local ordinances) have been generated, treated, stored, released or disposed of, or otherwise placed, deposited in or located on the Remnant Parcel, nor has any activity been undertaken on the Remnant Parcel that would cause or contribute to (i) the Remnant Parcel to become a treatment, storage or disposal facility as defined in any federal or state law or local ordinance, (ii) a release or threatened release of toxic or hazardous substances or wastes, pollutants or contaminants, from the Remnant Parcel as prohibited by any federal or state law or local ordinance, or (iii) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters or the discharge into the air of any emissions, that would require a permit under any federal or state law or local ordinance. To the best of the Barkleys’ knowledge, there are no toxic or hazardous substances or wastes, pollutants or contaminants or other environmental conditions in or on the Remnant Parcel that may support a claim or cause of action under federal or state law or local ordinances or other environmental regulatory requirements. To the best of the Barkleys’ knowledge, no part of the Remnant Parcel is a "Wetland", as defined by law. The Barkleys will disclose to the City all environmental reports and studies with respect to the Remnant Parcel which are in the Barkleys’ possession or control.