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2 <br />4839-8767-9929\3 <br />4. Timing of Closing. Subject to the following paragraphs of this Section 4, the closing of <br />the conveyances referenced in Paragraph 1 hereof (the “Closing”) shall occur within thirty <br />(30) days after the end or earlier mutual waiver of the Due Diligence Period (as extended, <br />if applicable), as described in Paragraph 5 below. <br />The 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 Interstate Development Corporation (or a related entity) (“Interstate”) <br />pursuant to a separate purchase agreement for the Redevelopment Property between <br />Bremer and Interstate (the “Interstate Purchase”). Accordingly, each party’s obligation <br />to complete the Closing hereunder shall be conditioned upon the simultaneous closing of <br />the Interstate Purchase, and if the Interstate Purchase agreement is terminated or the <br />Interstate Purchase does not close on the date of Closing, then either party shall have the <br />right to terminate this Agreement by written notice to the other at any time before Closing, <br />whereupon neither party shall have any further rights or liabilities hereunder, except as <br />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 Interstate 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 Interstate Purchase agreement. <br />5. Conditions to Purchase of Parcels by each party. The buyer of each Parcel shall have a <br />period of ninety (90) days from the Effective Date (the “Due Diligence Period”) (unless <br />an different time period is provided below) to satisfy or waive the following conditions, at <br />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 />Deleted: Trident <br />Deleted: Trident <br />Deleted: Trident <br />Deleted: Trident <br />Deleted: Trident <br />Deleted: Trident <br />Deleted: Trident <br />Deleted: Trident <br />Deleted: Trident <br />Deleted: one hundred eighty <br />Deleted: 180