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13 <br />requested by Seller. Notwithstanding anything to the contrary in this Agreement, <br />Buyer's obligations to indemnify, defend and hold Seller and the Property <br />harmless and to repair and restore the Property pursuant to this Section 4.10 shall <br />survive the Closing or the earlier termination or expiration of this Agreement. In <br />the exercise of its rights pursuant to this Section, Buyer shall not interfere with the <br />conduct of Seller's operations being conducted on the Property. Notwithstanding <br />anything to the contrary in this Agreement, in no event is Seller obligated to <br />repair any Property defects discovered by Buyer's due diligence investigations. <br />By the Contingency Date, Buyer must be satisfied with the results of all tests and <br />investigations performed by it or on its behalf. <br />If any contingency contained in this Section 4 has not been satisfied on or before the date <br />described herein, and if no date is specified, then the Closing Date, then this Agreement <br />may be terminated by written notice from Buyer to Seller. If termination occurs pursuant <br />to a contingency contained herein, the Earnest Money shall be returned to the Buyer, in <br />which event all documents deposited by Buyer shall be immediately returned to Buyer, <br />and all documents deposited by Seller shall be immediately returned to Seller and neither <br />party will have any further rights or obligations regarding this Agreement or the Property. <br />All the contingencies in this Section 4 are specifically for the benefit of the Buyer, and <br />the Buyer shall have the right to waive any contingency in this Section 4 by written <br />notice to Seller. <br />Seller Continyencies. The obligations of Seller under this Agreement are contingent <br />upon each of the following: <br />5.1. Buyer Performance. Buyer shall have delivered and executed all monies, items <br />and other instruments required by the terms of this Agreement, and shall have <br />performed all obligations contained herein. <br />5.2. Representations and Warranties. The representations and warranties of Buyer <br />contained in this Agreement must be true now and on the Closing Date as if made <br />on the Closing Date in all material respects. <br />5.3. Development Agreement. Buyer, Seller and the City shall have, on or before June <br />12, 2012, entered in a development agreement that will govern the development <br />and use of the Property and shall provide tax increment financing for the project <br />that Buyer intends to construct on the Property and the Other Property. <br />5.4. Default. There shall be no uncured material default by Buyer of any of its <br />obligations under this Agreement. <br />If any contingency contained in this Section 5 has not been satisfied on or before the date <br />described herein, and if no date is specified, then the Closing Date, then this Agreement <br />may be terminated by written notice from Seller to Buyer. If termination occurs, Seller <br />shall return the Earnest Money plus any accrued interest to the Buyer, in which event all <br />documents deposited by Buyer shall be immediately returned to Buyer, and all <br />-5- <br />