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<br />LA515\146\976162.v3
<br />deemed to have accepted the Sale Parcel subject to any and all uncured objections.
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<br />9. DUE DILIGENCE PERIOD. Within 10 business days following the Effective Date, Seller
<br />shall provide Buyer with copies of any and all existing surveys, engineering or other reports in
<br />Seller’s possession regarding the condition of the Sale Parcel. Additionally, Buyer shall have the
<br />right during a period commencing on the Effective Date and ending at 5:00 p.m. CDT on the first
<br />business day that falls 60 days thereafter (the “Due Diligence Period”), at its sole cost, expense,
<br />and risk, to enter onto, examine and inspect the Sale Parcel and to conduct feasibility studies with
<br />regard to its desired ownership and operation of the Sale Parcel. Buyer may enter upon the Sale
<br />Parcel to inspect the same, and may conduct tests and examinations to the extent it desires. Buyer
<br />hereby agrees to defend and indemnify the Seller from and against any and all claims, causes of
<br />action, lawsuits, attorneys’ fees, costs and damages arising from or in any way related to Buyer’s
<br />or Buyer’s engineers, consultants or agents’ examinations and inspections. Buyer shall promptly,
<br />at its sole cost and expense, restore the Sale Parcel to substantially the same condition in which it
<br />existed immediately prior to any physical tests conducted by or on behalf of Buyer. Buyer shall
<br />have the right, at any time up to the expiration of the Due Diligence Period, as may be extended
<br />as set forth above, to terminate this Agreement by delivering written notice, including electronic
<br />notice, to Seller. In such event, this Agreement will be considered terminated and all Earnest
<br />Money, plus any accrued interest, will be returned to the Buyer, and Buyer will thereafter promptly
<br />execute and deliver any and all documents necessary to effectuate the termination of this
<br />Agreement.
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<br />10. CLOSING DATE. The closing of the sale of the Sale Parcel shall take place as soon as
<br />reasonably practicable after the expiration of the Due Diligence Period and on a date to be mutually
<br />agreed upon by Seller and Buyer (the “Closing Date”), provided, however, that the Closing Date
<br />shall occur no later than 30 days following the expiration of the Due Diligence Period. The closing
<br />shall take place at Lake Elmo City Hall, 3880 Laverne Avenue N., Lake Elmo, MN or such other
<br />location as mutually agreed upon by the parties.
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<br />11. CLOSING COSTS AND RELATED ITEMS. Buyer shall be responsible for payment of its
<br />title insurance premium and any requested endorsements, recording costs related to the recording
<br />of the Deed, and one-half of the closing fees charged by the Title Company. Seller shall be
<br />responsible for the cost of procuring the Title Commitment (including all title search and
<br />examination fees), the cost of subdividing the Property and combining the remnant parcel with
<br />PID 1502921420003, Seller’s real estate broker’s commission, the State Deed tax, the cost of the
<br />survey, and any costs associated with preparing and recording any instruments required to establish
<br />marketable title for the Sale Parcel, if any. Buyer and Seller shall each be responsible for their
<br />own attorneys’ and accountants’ fees and costs, if any.
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<br />12. “AS-IS” SALE. Buyer acknowledges that it has inspected or will have the opportunity to
<br />inspect the Sale Parcel and agrees to accept the Sale Parcel “AS IS” with no right of set off or
<br />reduction in the purchase price. Except for any express representations made in this Agreement,
<br />such sale shall be without representation of warranties made by Seller with respect to the physical
<br />condition of the Sale Parcel, including but not limited to, the existence or absence of petroleum,
<br />hazardous substances, pollutants or contaminants in, on, or under, or affecting the Sale Parcel or
<br />with respect to the compliance of the Sale Parcel or its operation with any laws, ordinances, or
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