4.3. SR 11-02-2015 - Laserfiche WebLink

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cooperate in answering questions concerning the Property as requested. Purchaser shall pay all costs and expenses of such inspections, investigations, surveys and testing conducted by Purchaser. Purchaser shall repair and restore any damage to the Property caused by Purchaser's activities at the Property to substantially the same condition as existed prior to such entry. Purchaser agrees to indemnify and hold Seller and the Property harmless from all claims, costs, expenses or damages, including reasonable attorneys' fees, for injuries or damages resulting from such activities. Seller agrees to hold Purchaser harmless from all claims, costs or damages, including reasonable attorneys' fees, for damages resulting from Purchaser's reporting of any hazardous substances revealed by Purchaser's actions under this Section. These obligations of Purchaser shall survive Closing or any termination of this Agreement. 3.2 Due Diligence Period. The "Due Diligence Period" shall be from the Effective Date through the date that is 180 days after the Effective Date. 3.3 Extension of Due Diligence Period. Purchaser shall have the right to obtain up to two consecutive 60 day extensions of the Due Diligence Period upon written notice to Seller. Upon such extension by the Purchaser the definition of Due Diligence Period shall be changed to such extended date. To exercise the first 60 day extension, Purchaser shall provide written notice to Seller prior to the expiration of the Due Diligence Period. To exercise the second 60 day extension, Purchaser shall provide written notice to Seller prior to expiration of the first extension period. The consideration for these extensions shall be the due diligence costs that Purchaser has incurred in the development of the Property, and no additional monetary consideration shall be required. In the event one of the parcels needs to be acquired by eminent domain or a release of the easement over one of the parcels has not been obtained from MnDOT or the County has yet to approve the conveyance of Parcel 3, the Due Dilligence period shall automatically be extended an additional 30 days after the conclusion of the eminent domain action, receipt of the MnDOT release letter or date of approval by the County, whichever occurs last. Purchaser and Seller understand MnDOT can only release its easement upon request by the fee owner or the City of Elk River. 3.4 Purchaser's Contingencies. The obligations of Purchaser under this Agreement are contingent upon each of the following: (a) Title and Survey. Title and Survey shall have been found acceptable by Purchaser as provided in Article 2. (b) Testing and Inspection. Purchaser shall have determined, in its sole discretion, on or before the expiration of Due Diligence Period, that it is satisfied with the condition of the Property and the results of all inspections and testing of the Property, including, but not limited to, all soil tests, well tests, engineering inspections, property condition reports, hazardous waste and environmental reviews of the Property. (c) Due Diligence Materials and Other Documents Provided By Seller. Purchaser shall have determined, in its sole discretion, on or before the expiration of the Due Diligence Period, that it is satisfied with the Due Diligence Materials and other documents and information concerning the Property provided by Seller under this Agreement. (d) Government Approvals. Purchaser shall have determined, in its sole discretion, on or before the expiration of Due Diligence Period, that it is satisfied that all governmental approvals, permits or authorizations necessary or desired by Purchaser for the Property have or will be obtained. Purchaser shall have determined, in its sole discretion, on or before the expiration of the Due Diligence Period, that all applicable zoning ordinances, Purchase Agreement Page 4 of 13 469680v2 SJS EL185-36