8.4 SR 06-03-2024 - Laserfiche WebLink

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EL185\77\951318.v3 2 3. Closing. Subject to the terms of this Agreement, the closing of the purchase and sale of the Property contemplated by this Agreement (the “Closing”) shall occur at the office of a title company to be selected by the Buyer (the “Title Company”), on September 30, 2024, or sooner as determined by the Parties (the “Closing Date”). 4. Due Diligence Investigation. The Buyer, at its sole cost and expense, shall have a due diligence period commencing on the Effective Date and ending 45 days thereafter (“Due Diligence Period”) to make all such investigations as the Buyer, in its sole and absolute discretion, deems reasonable and necessary in determining the suitability of the Property for the Buyer’s needs including: a. To examine and inspect the Property, to review the Due Diligence Documents (as hereinafter defined), to conduct feasibility studies with regard to the ownership and operation of the Property, including, but not limited to, environmental reviews, soil condition testing, surveying, engineering studies, appraisals and any other physical inspections of the Property as determined by the Buyer and at Buyer’s expense, and to investigate all physical aspects of the Property, and to review all other due diligence matters related to the Property. Buyer may enter upon the Property to inspect the same, and may conduct tests and examinations with regard thereto, provided that Buyer’s activities do not unreasonably interfere with the ongoing operation of the Property. Buyer shall promptly restore the Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by or on behalf of Buyer. Seller shall cooperate with Buyer in obtaining reliance letters related to any existing environmental conditions affecting the Property. Buyer agrees to indemnify and defend Seller against any liens, claims, losses, or damage directly attributable by Buyer’s exercise of its right to enter and inspect the Property. Buyer agrees to provide Seller with a copy of any report prepared as a result of such inspection, examination, or testing, upon request by Seller. b. To investigate all zoning, code and governmental regulations or requirements in place at the Property, and to obtain all land use and rezoning approvals and permits determined necessary by the Buyer for Buyer’s intended Development and use of the Property. c. To secure funding for the purchase and development of the Property on terms acceptable to Buyer, in Buyer’s sole discretion. The Parties contemplate that such funding may include, without limitation, one or more of the following: i. Assistance from the Seller in the form of the Purchase Price Note to forgo receipt of the full fair market value of the Property and energy rebates, if approved by the Seller, in accordance with all applicable laws and other legal or policy requirements, in accordance with the terms of the Development Assistance Agreement defined below (the “City Financial Assistance”); ii. Assistance from the Economic Development Authority of the City of Elk River (the “EDA”) in the form of a loan from the EDA’s Microloan Program (the “Loan”), if approved by the EDA, in accordance with all applicable laws and other legal or policy requirements, for costs related the Development, in accordance with the terms of the Loan Agreement defined below (the “EDA Financial Assistance” and, together with the City Financial Assistance, the “Financial Assistance”); and Page 441 of 464