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457530v2 SJS EL185-33 2 <br />the Property which are in the EDA’s possession or control within ten (10) <br />days from the Effective Date of this Agreement. <br />5.CONTINGENCIES WHICH MUST BE EXERCISED BY WRITTEN NOTICE TO <br />THE EDA ON OR BEFORE 120 DAYS OF THE EFFECTIVE DATE OF THIS <br />AGREEEMENT (THE “CONTINGENCY DATE”): <br />5.1.Buyer’s Contingencies. <br />5.1.1.Testing. The Buyer shall have determined that the Buyer is satisfied with <br />the results of, and matters disclosed by, any environmental site assessments <br />(including a Phase I and Phase II if necessary), soil tests, surveys, <br />engineering inspections, hazardous substances and environmental reviews of <br />the Property, all such tests, assessments, inspections and reviews to be <br />obtained at the Buyer’s sole cost and expense. <br />a.The Buyer shall pay all costs and expenses of such investigation and <br />testing and shall promptly repair and restore any damage to the <br />Property caused by the Buyer’s testing and return the Property to <br />substantially the same condition as existed prior to entry. The Buyer <br />shall indemnify, defend and hold the EDA harmless from any claim <br />for damage to person or property arising from any investigation or <br />inspection of the Property conducted by the Buyer, the Buyer’s <br />agents or contractors, including the cost of attorneys’ fees. <br />b.Copies of any written reports, studies or test results obtained by the <br />Buyer in connection with the Buyer’s inspection of the Property or <br />investigation relating to the Property shall be delivered to the EDA <br />promptly upon receipt of the same at no cost to the EDA. <br />5.1.2.Land Use Approvals. The Buyer shall have obtained, at the Buyer’s sole <br />cost and expense, on or before the Contingency Date, all consents, <br />agreements, approvals, easements, licenses and adequate assurances that are <br />legally necessary for the Buyer to use the Property as intended, including, <br />but not limited to, land use approvals from the City of Elk River. <br />5.12.35.1.3 Financing. The Buyer shall have obtained suitable financing in a <br />form and amount acceptable to the Buyer in its sole discretion. <br />5.1.4 Tax Increment. The City of Elk River (the “City”) shall have approved the <br />establishment of an economic development tax increment financing district <br />after a public hearing and upon satisfaction of all other conditions required <br />by Minnesota Statutes Sections 469.174 through 469.1794 prior to the <br />Closing Date.