6.1. EDSR 08-15-2022 - Laserfiche WebLink

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Delivery of an executed copy of this Agreement by e-mail shall be deemed delivery of the executed original. 24. Severability of Provisions. If any term or provision of this Agreement is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. 25. Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and all other costs and expenses of litigation from the other party, which amounts may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which amounts shall be in addition to any other relief which may be awarded. 26. Purchaser’s Contingency. Purchaser’s obligation to close under this Agreement is expressly conditioned upon Purchaser having determined within one-hundred fifty (150) days following the Effective Date of this Agreement that the content, information, terms or provisions of the documents delivered by Seller pursuant to Paragraph 5 hereof, the physical condition of the Real Property, including, without limitation, its environmental condition, and the zoning and land use laws, ordinances and regulations that are applicable to the Real Property, are acceptable to Purchaser, in its sole discretion. The foregoing contingency is for Purchaser’s sole benefit. Whether or not it has been satisfied shall be determined by Purchaser in the exercise of its sole and absolute discretion. If this contingency is not satisfied, or satisfaction thereof is not waived by Purchaser giving written notice to Seller of said waiver on or before the Contingency Date, Purchaser, at its option, may terminate this Agreement by giving written notice to Seller on or before the Contingency Date. If Purchaser so terminates this Agreement, the Earnest Money shall be promptly refunded to Purchaser and neither party shall have any further rights, obligations, or liability hereunder, except that Purchaser’s indemnity obligations under Paragraph 6 hereof shall survive any such termination. 27. Seller’s Contingencies. Prior to Closing, the following conditions shall be satisfied: a. The Seller shall have approved the sale of the Property pursuant to this Agreement following a duly noticed public hearing as required by Minnesota Statutes, Section 469.105 and approval by the City’s planning commission as required by Minnesota Statutes, Section 462.356. b. After submission of an application for financing assistance from the City of Elk River (the “City”) in the form of tax increment assistance or tax abatement assistance, the City shall review any such request in accordance with its policies and procedures, including but not limited to, the review of any financial assistance by the City’s municipal advisor to help the City determine whether the project would not occur “but for” the financial assistance to be provided. No financial assistance shall be provided unless and until the City Council of the City has approved such assistance and all requirements of Minnesota Statutes, Section 469.174 through 469.1794, as amended, or Minnesota EL185\\71\\796863.v7 11