2016-095 Council Resolution - Laserfiche WebLink

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(f) Subdivision Approval. Buyer shall not be obligated to purchase the Property from Seller and Seller shall not be obligated to sell the Property to Buyer unless within six (6) months following the date of mutual execution and delivery of this Agreement (the "Approvals Period"), Buyer has, at its sole cost and expense, obtained approval from the City of Lino Lakes (the "City") to subdivide the Parcel into the Property and the Retained Property as shown in the Subdivision Plan (the "Subdivision Approval"). Buyer agrees to proceed with diligence and in good faith to submit the necessary applications, plans, specifications, plats and surveys to the City to obtain the Subdivision Approval. Buyer, at its sole cost and expense shall (i) prepare and submit any and all applications, plans, specifications, plats and surveys to Seller for Seller's review and approval prior to making any submissions to the City; (ii) obtain Seller's approval of any amendments or modifications to any submissions previously approved by Seller or of any supplemental submissions being made to the City; and (iii) obtain Seller's approval prior to agreeing to any undertaking required by the City that could have an impact on the Retained Property. At Buyer's request (and at Buyer's sole cost and expense including the fees of Seller's counsel), Seller will join in any applications prepared by Buyer and approved by Seller and otherwise cooperate with Buyer in accomplishing the foregoing. Where Seller's approval is required under this Section 8(0, Seller may withhold such approval in its sole discretion. Buyer shall provide Seller with monthly updates on the status of the Subdivision Approval commencing on the 15th day of the month immediately following the expiration of the Inspection Period and give Seller at least ten (10) days prior notice of any hearings before the City in connection with the Subdivision Approval. Seller shall have the right but no obligation to have a representative and/or counsel present at and provide testimony at any such hearings. 9. Brokerage. Each party hereby represents and warrants to the other it has dealt with no broker, finder or other intermediary in connection with this sale. Buyer and Seller each agrees to indemnify, defend and hold each other harmless from and against all claims, demands, causes of action, loss, damages, liabilities costs and expenses (including without limitation attorneys' fees and court costs) arising from any claims for commissions made by any broker, finder or other intermediary. The provisions of this Section shall survive Closing. 10. Notices. All notices, demands, requests or other communications from either party to the other required or permitted under the terms of this Agreement shall be in writing and, unless and until otherwise specified in a written notice by the party to whom notice is intended to be given, shall be sent to the parties at the respective addresses set forth below or such other address as may be so designated by either party. Notices may be given on behalf of any party by its legal counsel. Each such notice, demand, request or other communication shall be given (i) against a written receipt of hand delivery, (ii) by registered or certified mail of the United States Postal Service, return receipt requested, postage prepaid, or (iii) by a nationally recognized overnight courier service for next business day delivery. Each such notice, demand request, or other communication shall be deemed to have been given upon actual receipt or refusal by the addressee. - 5 -