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2 <br />4839-8767-9929\3 <br />Notwithstanding the foregoing and the Due Diligence Period provided in Paragraph 5, the <br />Closing hereunder shall coincide with the closing of the sale of other Bremer property, <br />located at 2401 Lowry Avenue NE, St. Anthony, MN, (the “Redevelopment Property”) <br />by Bremer to Trident Development (or a related entity) (“Trident”) pursuant to a separate <br />purchase agreement for the Redevelopment Property between Bremer and Trident (the <br />“Trident Purchase”). Accordingly, each party’s obligation to complete the Closing <br />hereunder shall be conditioned upon the simultaneous closing of the Trident Purchase, and <br />if the Trident Purchase agreement is terminated or the Trident Purchase does not close on <br />the date of Closing, then either party shall have the right to terminate this Agreement by <br />written notice to the other at any time before Closing, whereupon neither party shall have <br />any further rights or liabilities hereunder, except as expressly set forth below. <br />Bremer agrees to provide at least 30 days’ prior written notice to HRA of the closing date <br />for the Trident Purchase (“Closing Notice”), which Closing Notice shall (i) confirm the <br />date of Closing, calculated as provided above, (ii) be deemed a waiver of Bremer’s Due <br />Diligence Period (if not already expired or waived), and (iii) automatically shorten HRA’s <br />Due Diligence Period (if not already expired or waived) such that it shall expire on the 10th <br />day after delivery of the Closing Notice. <br />Bremer also agrees to provide written notice to HRA of any (i) termination of or (ii) notice <br />of default issued under, the Trident Purchase agreement. <br />5. Conditions to Purchase of Parcels by each party. The buyer of each Parcel shall have a <br />period of one hundred eighty (180) days from the Effective Date (the “Due Diligence <br />Period”) (unless an different time period is provided below) to satisfy or waive the <br />following conditions, at the buyer’s sole discretion: <br />(a) Satisfaction as to economic feasibility and financing of the purchase of the Parcel <br />for the buyer’s intended use (which for purposes of this Agreement, means the <br />Node Project or the New Bremer Project, as applicable); <br />(b) Review and acceptance of any environmental and/or property documentation <br />provided by the seller; <br />(c) Obtaining satisfactory soil tests and other due diligence regarding the Parcel and <br />buyer’s intended use of same; <br />(d) Receipt of approval for all entitlements required for buyer’s intended use of the <br />Parcel, including but not limited to a conditional use permit and/or planned unit <br />development agreement required by the City and/or any other governmental <br />authority having jurisdiction (and for avoidance of doubt, the condition in favor of <br />HRA under this section includes the City’s approval of the New Bremer Project); <br />(e) Review and approval of title as provided and in accordance with the timeframes set <br />for in Section 7 below; <br />(f) Review and acceptance of seller’s representations and information as provided <br />below;