HRA PACKET 02082022 - Laserfiche WebLink

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then such party shall notify the other party in writing within fourteen (14) days of receiving the title insurance commitment. The responding seller then shall have fourteen (14) days to respond to the buyer’s title objections. The parties shall negotiate in good faith to resolve any such objections, but neither party shall have the obligation to resolve any objection or incur any cost in connection therewith. If such objection is not resolved within a period of thirty (30) days after the date of written notice of such objection, either party shall have the right, as its sole remedy, to terminate this Agreement by written notice to the other party within 10 days after the expiration of such 30-day period. If the objecting party does not so terminate this Agreement, the objecting party will be deemed to have waived its objection and each such title matter will be a “Permitted Encumbrance”, subject to the following paragraphs in this Section 7. If any matters which render title to a Parcel as being unmarketable are discovered by or reported to buyer on or prior to the date of the Closing which are not shown on the original title commitment, or which were created or came into existence on or after the date of delivery of the original title commitment, buyer shall notify seller in writing of any additional objections to such title defects as soon as reasonably possible, and the parties will attempt to resolve any such objections in the manner provided above and the Closing will be delayed as necessary. Notwithstanding anything contrary elsewhere in this Agreement, (i) any land use restrictions or agreements related to the Node Project and/or the New Bremer Project (e.g., planned unit development ordinance and agreements, tax increment financing agreement, etc.) will be a Permitted Encumbrance and (ii) any monetary liens of a definite and ascertainable amount, whether voluntary or involuntary created, assumed or otherwise caused by the seller will not be a Permitted Encumbrance and must be satisfied by the applicable seller at or before the Closing. 8.Title Policies. (a)Lowry Multifamily’s obligation to convey the Bremer Parcel to HRA hereunder is contingent on Lowry Retail’s receipt, subject to payment of all premiums therefor by Lowry Retail, of a title insurance policy from First American Title Insurance Company (the “Title Company”), insuring that Lowry Retail has good and marketable fee simple title to the HRA Parcel, subject only to Permitted Encumbrances. (b)HRA’s obligation to convey the HRA Parcel to Lowry Retail hereunder is contingent on HRA’s receipt, subject to payment of all premiums therefor by HRA, of a title insurance policy from the Title Company, insuring that HRA has good and marketable fee simple title to the Bremer Parcel, subject only to Permitted Encumbrances. 9.HRA Approval of Land Swap. The respective obligations of Interstate and HRA hereunder are each expressly contingent on approval in writing of the conveyances contemplated hereunder by the HRA. 10.Inspection Rights and Costs. Each party hereby grants to the other party a right of access to the respective Parcels being conveyed hereunder for the purposes of allowing the parties to conduct inspections and tests of the other party’s Parcel. Notwithstanding the foregoing, neither party shall conduct any subsurface or testing without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Interstate agrees to indemnify and hold HRA harmless from any and all liability, claims, causes of action, damages, charges, costs and other expenses, including without limitation reasonable attorney’s fees, paid, incurred or asserted against HRA based on or caused by any negligence or other wrongful act or omission by Interstate, its affiliates, agents, employees or contractors in exercising its rights 4 2483256.v4