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M.S.B.A. Real Property Form No. 31 (1997)
<br /> Minnesota Vacant Land Purchase Agreement-- Multiple Dwelling PURCHASE AGREEMENT/PAGE 2
<br /> 83 8. DAMAGES TO REAL PROPERTY. If the real property is substantially damaged prior to closing,this Purchase Agreement shall terminate and
<br /> 84 the earnest money shall be refunded to Buyer. If the real property is damaged materially but less than substantially prior to closing,Buyer may
<br /> 85 rescind this Purchase Agreement by notice to Seller within twenty-one (21) days after Seller notifies Buyer of such damage, during which
<br /> 86 21-day period Buyer may inspect the real property,and in the event of such rescission,the earnest money shall be refunded to Buyer.
<br /> 87
<br /> 88 9. SELLER'S BOUNDARY LINE,ACCESS,RESTRICTIONS AND LIEN WARRANTIES. Seller warrants that buildings on adjoining real property,
<br /> 89 if any,are entirely outside of the boundary lines of the property. Seller warrants that there is a right of access to the real property from a public
<br /> �1 right of way. Seller warrants that there has been no labor or material furnished to the property for which payment has not been made. Seller
<br /> 1 warrants that there are no present violations of any restrictions relating to the use or improvement of the property. These warranties shall
<br /> 92 survive the delivery of the Deed or Contract for Deed.
<br /> 93
<br /> 94 10. CONDITION OF PROPERTY.
<br /> 95
<br /> 96 A. Seller shall remove all debris and all personal property not included in this sale from the property before possession date. Seller has not
<br /> 97 received any notice from any governmental authority as to the existence of any Dutch elm disease,oak wilt,or other disease of any trees
<br /> 98 on the property.
<br /> 99
<br /> 100 B. Seller knows of no hazardous substances or petroleum products having been placed,stored,or released from or on the property by any
<br /> 101 person in violation of any law,nor of any underground storage tanks having been located on the property at any time,except as follows:
<br /> 102
<br /> 103
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<br /> 107 Notwithstanding Buyer's environmental investigations of the property(see ¶22.C.,below), Seller warrants and represents to Buyer that
<br /> 108 there have been no acts or occurrences upon the property that have caused or could cause hazardous substances or petroleum products
<br /> 109 in the subsoil or ground water of the property or other property in the area. Seller represents and warrants to Buyer that the property
<br /> 110 is free of hazardous substances and is not subject to any "superfund"type liens or claims by governmental regulatory agencies or third
<br /> 111 parties arising from the release or threatened release of hazardous substances in, on, or about the property. Seller shall indemnify and
<br /> 112 hold Buyer harmless from any and all claims,causes of action,damages,losses,or costs (including lawyer's fees)relating to hazardous
<br /> 113 substances or petroleum products in the subsoil or ground water of the property or other property in the area which arise from or are
<br /> 114 caused by acts or occurrences upon the property prior to Buyer taking possession. These warranties and indemnifications shall survive
<br /> 115 the delivery of the Deed or Contract for Deed.
<br /> 116
<br /> 117 C. Seller knows of no wetlands,flood plain,or shoreland on or affecting the property,except as follows:
<br /> 118
<br /> 119 [Check the box if the following provision applies to this Purchase Agreement:] I ADDENDUM TO PURCHASE AGREEMENT:
<br /> 120 WETLANDS,SHORELAND AND FLOOD PLAIN DISCLOSURE, M.S.B.A. Real Property Form No. 8 (1997),is included as an addendum
<br /> 121 to this Purchase Agreement.
<br /> 122
<br /> 123 D. Seller's warranties and representations contained in this paragraph 10., shall survive the delivery of the Deed or Contract for Deed,
<br /> 124 provided that any notice of a defect or claim of breach of warranty must be in writing and any such notice with respect to matters
<br /> 125 referred to in A.,above must be given by Buyer to Seller within one year of the Date of Closing or be deemed waived.
<br /> 126
<br /> 127 E. Buyer shall have the right to have inspections of the property conducted prior to closing. Unless required by local ordinance or lending
<br /> 128 regulations, Seller does not plan to have the property inspected. Other than the representations made in this paragraph 10., and in
<br /> 129 paragraph 22., the property is being sold "AS IS" with no express or implied representations or warranties by Seller as to physical
<br /> 130 conditions or fitness for any particular purpose.
<br /> 131
<br /> 132 F. For Seller's representations regarding the presence and location of utilities, if any,see ¶22.,D., below.
<br /> 133
<br /> 134 11. DISCLOSURE OF NOTICES. Seller has not received any notice from any governmental authority as to violation of any law,ordinance or
<br /> 135 regulation. If the property is subject to restrictive covenants, Seller has not received any notice from any person as to a breach of the
<br /> 136 covenants. Seller has not received any notice from any governmental authority concerning any eminent domain,condemnation,special taxing
<br /> district,or rezoning proceedings.
<br /> 139 12. ACCESS PRIOR TO CLOSING.By this Purchase Agreement,Buyer does not acquire any right of possession of the property nor does Buyer
<br /> 140 acquire any right of entry,license,or easement. Seller will consent to a case-by-case right of entry for Buyer and/or Buyer's agents,surveyors,
<br /> 141 engineers,and site evaluators for testing,measuring,and evaluating purposes provided that the following conditions are met:
<br /> 142 A. There shall be no crop or tree damage.
<br /> 143 B. There shall be no excavating or earth-moving and no tree removal.
<br /> 144 C. Buyer's independent contractors (surveyors,engineers,and site evaluators,etc.)shall,prior to entry on the land,deliver to Seller proof
<br /> 145 of independent contract with Buyer and a waiver of lien rights in a form satisfactory to Seller.
<br /> 146 Buyer shall indemnify and hold Seller harmless from any and all liens,claims, liabilities or charges incurred or caused by Buyer's contracts with
<br /> 147 surveyors, engineers, and site evaluators, which indemnity shall include any lawyer's fees,costs or disbursements incurred by Seller in any
<br /> 148 defense thereof.
<br /> 149
<br /> 150 13. POSSESSION. Seller shall deliver possession of the property not later than June 15,2007 closing.
<br /> 151
<br /> 152 14. EXAMINATION OF TITLE. To demonstrate that seller's title is good and marketable of record, within a reasonable time after acceptance
<br /> 153 of this Purchase Agreement, Seller shall furnish Buyer with an Abstract of Title or a Registered Property Abstract certified to date including
<br /> 154 proper searches covering bankruptcies and state and federal judgments,federal court judgment liens in favor of the U.S., liens,and levied and
<br /> 155 pending special assessments. Buyer shall have ten(10)business days after receipt of the Abstract of Title or Registered Property Abstract either
<br /> 156 to have Buyer's lawyer examine the title and provide Seller with written objections or,at Buyer's own expense,to make an application for a
<br /> 157 title insurance policy and notify Seller of the application. Buyer shall have ten (10) business days after receipt of the Commitment for Title
<br /> 158 Insurance to provide Seller with a copy of the Commitment and written objections. Buyer shall be deemed to have waived any title objections
<br /> 159 not made within the applicable ten (10) day period above, except that this shall not operate as a waiver of Seller's covenant to deliver a
<br /> 160 statutory Warranty Deed,unless a Warranty Deed is not specified above. If Buyer obtains title insurance, Buyer is not waiving the right to obtain
<br /> 161 a good and marketable title of record from Seller.
<br /> 162
<br /> 163 15. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable.
<br /> 164 Upon receipt of Buyer's title objections,Seller shall, within ten (10) business days,notify Buyer of Seller's intention to make title marketable
<br /> 165 within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of
<br /> 166 closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all
<br /> 167 payments required herein and the closing shall be postponed.
<br /> 168 A. If notice is given and Seller makes title marketable,then upon presentation to Buyer and proposed lender of documentation establishing
<br /> 169 that title has been made marketable,and if not objected to in the same time and manner as the original title objections,the closing shall
<br /> take place within ten (10)business days or on the scheduled closing date,whichever is later.
<br /> B. If notice is given and Seller proceeds in good faith to make title marketable but the 120 days period expires without title being made
<br /> 172 marketable, Buyer may declare this Purchase Agreement null and void by notice to Seller, neither party shall be liable for damages
<br /> 173 hereunder to the other,and earnest money shall be refunded to Buyer.
<br /> 174 C. If Seller does not give notice of intention to make title marketable,or if notice is given but the 120 day period expires without title being
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