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• relevant written assurances available from the MPCA, in form and substance
<br />reasonably acceptable to City, that City will not be legally responsible under
<br />Minnesota law for any residual contamination that remains at the Exchange
<br />Property. Specifically, the City must receive a No Association Determination
<br />Letter addressed to City prior to Closing.
<br />E. DEFINITIONS. As used herein, the term "Hazardous Substances" means any
<br />product, substance or waste whose presence, use storage, manufacture, disposal,
<br />transportation or release, either by itself or in combination with other materials (i)
<br />is potentially injurious to the public health, safety or welfare, or the environment,
<br />(ii) is regulated under any Environmental Law or by any government entity, or
<br />(iii) is a basis for liability or potential liability to any governmental agency or third
<br />party under any Environmental Law. Hazardous Substances includes, without
<br />limitation, hazardous wastes, solid wastes, demolition materials, petroleum or
<br />petroleum products or fractions thereof, asbestos and asbestos -containing
<br />materials, polychlorinated biphenyls, toxic molds, pesticides, and other hazardous
<br />or toxic substances, pollutants and contaminants. The term "Environmental Law"
<br />means all applicable federal, state or local laws, statutes, common law rulings,
<br />ordinances, rules, regulations and agency guidance documents relating to
<br />pollution, protection of the environment or the generation, manufacture, disposal,
<br />treatment, release, use of or exposure to chemical or hazardous substances, as in
<br />effect on the date hereof, including without limitation the Minnesota
<br />. Environmental Response and Liability Act, the federal Comprehensive
<br />Environmental Response, Compensation and Liability Act, the Resource
<br />Conservation and Recovery Act, the Clean Water Act, the Toxic Substances
<br />Control Act, the Clean Air Act, and Occupational Safety and Health Act, all as
<br />amended, and regulations promulgated thereunder.
<br />F. "AS IS" SALE. Each of the parties acknowledges and agrees that, except as set
<br />forth in this Agreement, the Exchange Property and Butcher's Spur are being sold
<br />in an "as -is," "where -is" condition and with all faults without warranty or
<br />representation of any kind, express or implied, as to the condition, suitability, or
<br />desirability of the real property or improvements thereon. Each party
<br />acknowledges that it is relying solely upon its right to enter the Exchange Parcel
<br />or Butcher's Spur, as appropriate, and conduct such observations, tests, and
<br />investigations as it deems reasonably appropriate in connection with the property,
<br />and hereby releases the other party, and the released party's respective officers,
<br />employees or agents, from any responsibility or liability in respect of the present
<br />condition, suitability, or desirability of the property being purchased.
<br />7. Real Estate Taxes and Special Assessments.
<br />A. MT shall pay all real estate taxes payable on the Butcher's Spur in the years
<br />prior to closing, and the City shall pay all real estate taxes payable on the
<br />• Exchange Parcel in the years prior to closing. The parties will prorate to date of
<br />closing the real estate taxes payable in the year of closing on the Butcher's Spur
<br />333478v2 IMP NEI 36-221 6
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