Resolution No. 22-01 EDA - Laserfiche WebLink

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contingency listed in H above. The contingencies listed in A and C through G are solely for the benefit of the Buyer and may be waived by the Buyer. If the contingencies are duly satisfied or waived,then the Buyer and the Seller shall proceed to close the transaction as contemplated herein,subject to the remaining provisions of this Agreement. If,however,one or more of the contingencies is not satisfied, or is not satisfied on time,and is not waived by the Buyer,this Agreement shall thereupon be void, at the option of the Buyer upon written notice from the Buyer,and any Earnest Money(as defined herein),plus any accrued interest,shall be returned to the Buyer. If this Agreement is voided by the Buyer,the Buyer and the Seller shall execute and deliver to each other a termination of this Agreement. 4. PURCHASE PRICE AND MANNER OF PAYMENT. A. Purchase Price. The total purchase price ("Purchase Price")to be paid by the Buyer for the Property will be Two Million Three Hundred Seventy Six Thousand One Hundred Fifty Four and 00/100 dollars($2,376,154.00). B. Earnest Money. Earnest money will be paid in two payments. Ten Thousand and 00/100 dollars ($10,000) will be paid to the Seller on the Effective Date of this Agreement. An additional Forty Thousand and 00/100 dollars($40,000) is payable to the Seller within on the last day of the Due Diligence Period. The Earnest Money shall be deposited with Servion Commercial Title,New Brighton,Minnesota(the "Title Company"). The Earnest Money shall be applied towards payment ofthe Purchase Price on the Closing Date(as defined below). C. Payment on Closing Date. The Buyer agrees to pay by certified check or by electronic transfer of funds on the Closing Date any remaining balance due according to the terms of this Agreement. Upon payment in full of the Purchase Price by the Buyer,the Seller will deliver to the Buyer the items described in Section 7 of this Agreement. 5. DEADLINES FOLLOWING EXECUTION. A. Due Diligence Period. Commencing on the Effective Date, the Buyer shall have an initial period of 120 days(the"Due Diligence Period")to review all documents and other materials as requested by the Buyer. The Seller agrees to cooperate with the Buyer and to timely provide the Buyer with all such documents and materials as requested. B. Site Plan Review,Entitlements,and Final Platting. The Buyer shall, no later than nine (9)months from the Effective Date,complete site plan review,complete final platting,and obtain all other governmental entitlements(collectively,the"Entitlements"). 6. CLOSING DATE. The Closing Date shall occur on the earlier of(i) nine months following the Effective Date of this Agreement;and(ii)the date that is 60 days after the date the Buyer obtains final approval of all Entitlements needed for the Minimum Improvements(as defined herein), including but not limited to a planned unit development amendment, a planned unit development final stage plan for each building, and a final plat.A six month exception may be provided but only at the option of the Seller. 7. DOCUMENTS TO BE DELIVERED AT CLOSING. The Seller agrees to deliver the following documents to the Buyer at closing: A. A duly recordable quit claim deed conveying fee simple title to the Property to the Buyer,free and clear of any mortgages, liens or encumbrances other than the recorded easements and matters created by or acceptable to the Buyer, substantially in the form attached hereto as