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<br />v.2 (Java) <br />EL185\76\937850.v4 2 <br />within 10 days from the Effective Date of this Agreement and the date the <br />EDA delivers all of the Due Diligence Materials to the Buyer is referred to <br />herein as the “Delivery Date”. <br /> <br />5. CONTINGENCIES WHICH MUST BE EXERCISED BY WRITTEN NOTICE TO <br />THE EDA ON OR BEFORE 120 DAYS AFTER THE DELIVERY DATE (THE <br />“INITIAL CONTINGENCY PERIOD”): <br /> <br /> 5.1. Buyer’s Contingencies. <br /> <br />5.1.1. Inspection and Testing. The Buyer shall have determined, in its sole <br />determination, that the Buyer is satisfied with the results of, and matters <br />disclosed by, any environmental site assessments (including a Phase I and <br />Phase II if necessary), soil tests, surveys, engineering inspections, hazardous <br />substances, and environmental reviews of the Property. The Buyer may enter <br />the Property by providing 24 hours’ notice of its intended entry to the EDA. <br /> <br />a. The Buyer 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. Buyer shall <br />have no obligation to repair or remediate any environmental condition <br />discovered or uncovered by Buyer or its agents or contractors. <br /> <br />b. The Buyer shall indemnify, defend, and hold the EDA harmless from <br />any claim for damage to person or property arising from any <br />investigation or inspection of the Property conducted by the Buyer, the <br />Buyer’s agents or contractors, including the cost of attorneys’ fees. <br /> <br />c. 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 EDA <br />promptly upon receipt of the same at no cost to the EDA. The Buyer <br />makes no warranties to EDA regarding the accuracy or completeness <br />of any such tests or test results. <br /> <br />d. The Buyer shall be responsible for the costs of all investigation and <br />testing performed by the Buyer with respect to the Property. <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 as intended, including, but not <br />limited to, land use approvals from the City of Elk River or otherwise required <br />by the Buyer, in Buyer’s sole determination. <br /> <br />Page 18 of 41