8.4 SR 06-03-2024 - Laserfiche WebLink

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EL185\77\951318.v3 5 v. The Buyer and the EDA shall have negotiated and mutually agreed to, the Board of Commissioners of the EDA shall have approved following the satisfaction of all conditions required by Minnesota law, and the EDA and the Buyer shall have executed, effective not later than the Closing Date, a Loan Agreement (the “Loan Agreement”), providing for, among other things, the (i) construction of the Development by the Buyer in accordance with plans, specifications and a timeline approved by the EDA; (ii) requirements of the Business Subsidy Act, Minnesota Statutes, Section 116J.993 through 116J.995 (the “Business Subsidy Act”); (iii) terms of any EDA Financial Assistance and the Loan in accordance with applicable law; (iv) any applicable legal or policy requirements of the EDA related to the Development or the Loan; and (v) any documents ancillary thereto (collectively, the “Loan Documents” and together with the Development Documents, the “Financial Assistance Documents”); vi. Buyer shall have performed all of the obligations required to be performed by the Buyer under this Agreement or the Financial Assistance Documents as of the Closing Date and any further contingencies to Closing set forth in such Financial Assistance Documents shall have been satisfied as provided therein, including without limitation execution and delivery of all Financial Assistance Documents; vii. Buyer shall have delivered to the Seller all of the Buyer’s Documents described in Section 14; viii. The Buyer shall have submitted the construction plans for the Development to the Seller and the EDA, and the Seller and the EDA shall have approved the construction plans pursuant to the Financial Assistance Documents; ix. The Buyer shall have received a building permit for the Development; x. The Seller shall have obtained final plat approval or obtain the necessary subdivision approvals required for the construction of the Development; xi. By the Closing Date, the Buyer shall have obtained and provided to the Seller evidence of all necessary financing for the Development in a form satisfactory to the Seller in its sole discretion; and xii. The Seller shall have determined that the Development to be undertaken by the Buyer on the Property is in conformance with this Agreement and the development objectives set forth in resolutions of the Seller authorizing the Financial Assistance Documents. The contingencies set forth in Section 8(b) are for the benefit of the Seller and may be waived only by the Seller in its sole and absolute discretion. Notwithstanding any other provision in this Agreement, a waiver of a contingency must be in writing to be effective. At the end of the Due Diligence Period, the Seller will give written notice to the Buyer of the contingencies that have been waived, satisfied, or neither waived nor satisfied. Page 444 of 464