4.14 SR 11-07-2022 ADD ON - Laserfiche WebLink

Home Browse Search

49461726v5 2 222417v6 (b) The remaining balance of the Purchase Price, subject to closing adjustments and pro-rations and after crediting the Deposit, shall be paid by wire transfer of immediately available funds at the Closing to an account designated by Seller. 3. DEPOSIT. If Closing is completed as provided in this Agreement, the Deposit shall be credited to the balance of the Purchase Price at Closing. If Purchaser defaults under this Agreement and fails or refuses to close the sale as provided in this Agreement or if Purchaser terminates this Agreement at any time following the expiration of the Due Diligence Period, then Seller may retain the Deposit as liquidated damages for Purchaser’s failure to close this sale in accordance with the terms of this Agreement. If Purchaser timely terminates this Agreement pursuant to a valid right to do so as set forth herein, then the Deposit shall be refunded to Purchaser. 4. BROKERS’ FEES. Except for Purchaser’s brokers, Annie Deckert of Acuity Group, each party warrants that it has not dealt with any broker or other person in connection with the sale of the Property in any manner that could give rise to a claim for commission or similar fee. Purchaser’s broker fees shall be paid by Purchaser. Except as otherwise provided under this Paragraph, each party agrees to indemnify and hold the other harmless against and from all claims for real estate commissions and other fees with respect to the procurement and closing of this Agreement made by any person with whom they have dealt other than as provided herein. 5. DUE DILIGENCE PERIOD. (a) Except as otherwise extended pursuant to the terms of this Agreement, Purchaser shall have until 5:00 P.M. (C.S.T. ) on January 31, 2023 (“Due Diligence Period”) within which to perform any and all studies or inspections it deems necessary or desirable on the Property, including without limitation, any environmental or geotechnical studies, to secure all governmental approvals necessary for Purchaser’s intended use, including subdivision of the Property, to obtain financing approval for the acquisition of the Property. If Purchaser determines, in its sole and unfettered discretion, that the Property is not suitable for Purchaser, then Purchaser may terminate this Agreement, upon written notice to Seller on or before the expiration of the Due Diligence Period and receive a full refund of the Deposit. Except as otherwise provided under Paragraphs 3, 7, 8, 10, 11 and 19 of this Agreement, Purchaser shall have no right to terminate this Agreement after the Due Diligence Period for matters required to be addressed during the Due Diligence Period. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the expiration of the Due Diligence Period, time being of the essence, the termination right described in this Paragraph 5(a) shall be immediately null and void and of no further force or effect and Purchaser shall be deemed to have accepted the financial and physical condition of the Property and the Deposit shall be deemed non-refundable except in the event of either (i) a Seller’s default hereunder; or (ii) the failure of a pre-closing contingency specified in Section 10 or 11 below. Purchaser’s failure to provide such notice on or before the end of the Due Diligence Period shall constitute Purchaser’s waiver of the herein-described termination right. (b) During the Due Diligence Period, Purchaser shall have the right, at Purchaser’s expense, to select licensed engineers, contractors, and/or other qualified professionals to make inspections concerning the Property, including but not limited to tests of soils, geologic hazards, utility lines and systems, and possible environmental hazards. The transaction contemplated