4.3. SR 11-02-2015 - Laserfiche WebLink

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building and use restrictions and codes, required building permits, and any requirements with respect to licenses, permits and agreements necessary for the lawful use and operation of the Property as Purchaser elects, have been or will be issued or complied with. (e) Third PartyApprovals. Purchaser shall have obtained from any third party, on or before the expiration of the Closing, all agreements, covenants, approvals, easements and adequate assurance that Purchaser, in its sole discretion, deems necessary or appropriate for use of the Property as contemplated by Purchaser. (f) Flood Plain. Purchaser shall have determined, in its sole discretion, on or before the expiration of the Due Diligence Period, that the Property is not located within an flood area unacceptable to Purchaser. (g) Development Feasibility. Purchaser shall have determined, in its sole discretion, on or before the expiration of Closing, that it is satisfied with the feasibility of its development of the Property. (h) Anchor Tenant. Purchaser shall have obtained, on or before the Closing, a signed non- contingent lease or sale agreement for the Property from a third-party user that is acceptable to Purchaser in its sole discretion. (i) Financing. Purchaser having obtained a financing commitment in order for Purchaser to purchase and develop the Property, on or before the Closing, at market rates and terms acceptable to Purchaser, in its sole discretion. (j) Subdivision. Purchaser, on or before the final Closing, shall have received all approvals for the subdivision of the Property and met all conditions imposed to subdivide the Property, all so such subdivision is acceptable to Purchaser in its discretion. (k) Purchase Price. Purchaser, on or before any Closing, shall have determined, in its sole discretion, on or before the Closing, that it is satisfied with the consideration being paid to the County for Parcel 3, to the fee owners for Parcel 1 and to MnDOT to release the easement over Parcel 1. 3.5 Right of Termination. Seller agrees that in the event Purchaser determines in its sole discretion that a contingency contained in Section 3.4 has not been satisfied on or before the date specifically set forth for the contingency, Purchaser shall have the right to terminate this Agreement by written notice to Seller on or before three days after the expiration of Due Diligence Period, or three days after the date specifically set forth for the contingency, as applicable. Upon such termination, the Earnest Money shall be returned to Purchaser. If Purchaser acknowledges the satisfaction or waiver of a contingency by written notice to Seller, or if Purchaser does not provide a written notice of termination by the date required, Purchaser shall no longer have a right to terminate this Agreement under this Section because of such contingency. All the contingencies set forth in Section 3.4 are specifically for the benefit of the Purchaser. 3.6 Conditions to Close. In the event Seller cannot obtain the fee interest in Parcel 1 or 3 or MnDOT is unwilling to release its right-of-way easement over the parcel, then Purchaser shall have the right to either elect to not purchase such parcel or terminate this Agreement. Purchaser must provide Seller written notice of its intent. In the event that Purchaser elects not to purchase a particular parcel, it shall no longer have any right to purchase such parcel under this Agreement and all relevant provisions shall be Purchase Agreement Page 5 of 13 469680v2 SJS EL185-36