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6 <br /> <br />these interests. (PA ¶ 1.A-G) The Agreement granted Continental rights to more inspection, <br />access to the land and documents, and a continued financing contingency. (Id. ¶ 7.A-D.) <br />Specifically, Continental received at least 48 more days to continue its review and secure <br />financing before closing and could cancel and receive a refund of earnest money at any time until <br />closing. (Id.) <br />The Purchase Agreement did not change the $6 million purchase price. (PA ¶ 4.) This <br />included the previously-made $70,000 in Inspection Period Payments and an additional $930,000 <br />in earnest money to be paid two days after the Purchase Agreement’s execution (April 29). (Id. ¶ <br />4.A-.D.) Continental had until closing to produce “such consents and authorizations as <br />reasonably necessary to evidence [its] authority to purchase the Property.” (Id. ¶ 6.C(13).) The <br />Agreement was explicit that residents’ 45-day right of first refusal period would “overlap” with <br />the Inspection Period and Defendants’ performances leading up to closing. (Id. ¶ 43.) <br />C. Park Residents’ Exercise of Right of First Refusal and Defendants’ Closing. <br />On May 9, Continental’s managers met with park residents to discuss the notice and right <br />of first refusal. Defendants’ position was and remains that the residents needed to come up with <br />$1 million in earnest money and agree to the $6 million price offered by Continental before <br />Defendants’ planned June Closing. (Ans. ¶ 2, 14(a); Christy Aff. Ex. A.) Despite long odds, the <br />community organized, collected signatures, and located a local nonprofit, Aeon, to seek <br />financing. (Arthur Aff. ¶¶ 2-4.) Residents requested the offer and, in response, were given the <br />Purchase Agreement but not its exhibits or the Letter Agreement. (Id. ¶ 8.) <br />Shortly before the 45-day deadline on June 10, Aeon presented an executed Purchase <br />Agreement and delivered it to LG Partnership. Aeon represented that its acceptance was on <br />behalf of the owners of Lowry Grove homes. (Compl. ¶¶ 15-17, TVL Ans. ¶ 15-17.) Aeon’s <br />27-CV-16-9809 Filed in Fourth Judicial District Court <br />8/5/2016 8:53:55 AM <br />Hennepin County, MN