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<br />5. CONTINGENCIES WHICH MUST BE EXERCISED BY WRITTEN NOTICE TO <br />THE HRA ON OR BEFORE 120 DAYS OF THE EFFECTIVE DATE OF THIS <br />AGREEEMENT (THE “CONTINGENCY DATE”): <br /> <br />5.1. Buyer’s Contingencies. <br /> <br />5.1.1. Testing. The Buyer shall have determined that the Buyer is satisfied with the <br />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 <br />of the Property, all such tests, assessments, inspections and reviews to be <br />obtained at the Buyer’s sole cost and expense. <br /> <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 HRA 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 attorneys’ fees. <br /> <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 HRA <br />promptly upon receipt of the same at no cost to the HRA. <br /> <br />5.1.2. Land Use Approvals. The Buyer shall have obtained, at the Buyer’s sole cost <br />and expense, on or before the Contingency Date, all consents, agreements, <br />approvals, easements, licenses and adequate assurances that are legally <br />necessary for the Buyer to use the Property for its intended use or purpose, <br />including, but not limited to, land use and building permit approvals from <br />the City of Elk River. <br /> <br />5.1.3 Financing. The Buyer shall have obtained suitable financing in a form and <br />amount acceptable to the Buyer in its sole discretion. <br /> <br />5.1.4 Development Agreement. The Buyer, HRA and the City of Elk River shall <br />have negotiated, mutually agreed to, and executed, effective not later than <br />the Closing Date, a development agreement related to the Buyer’s <br />development of the Property that is acceptable to the Buyer. <br /> <br />5.2. HRA’s Contingencies. <br /> <br /> <br />5.2.1. Determination by the HRA after a holding a public hearing on__________, <br />2023, required by Minnesota Statutes Section 469.029, that the sale and <br /> <br />EL185-13-882695.v2 <br />