2006.04.17 EDA Packet - Laserfiche WebLink

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3.4 Access and Inspection. Seller shall have allowed Buyer, and Buyer's agents, access to the Real Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same. Buyer shall pay all costs and expenses of such investigation and testing, shall restore the Real Property, and shall hold Seller and the Real Property harmless from all costs and liabilities relating to Buyer's activities. Buyer shall have been satisfied with the results of all such tests and investigations performed by it or on its behalf on or before the Closing Date(as hereinafter defined). This Agreement shall automatically terminate on the Closing Date (as hereinafter defined), unless Buyer has given Seller notice on or before the Closing Date (as hereinafter defined) that the contingencies described in this Section required to be satisfied by the Closing Date (as hereinafter defined) are either satisfied or waived by Buyer. If this Agreement terminates pursuant to this Section, then the Earnest Money shall be returned promptly to Buyer, and Buyer will execute and deliver to Seller a cancellation of purchase agreement, and Seller and Buyer shall have no further liability or obligations with respect to this Agreement or the Property. If Buyer gives Seller notice on or before the Closing Date (as hereinafter defined) that the contingencies described in this Section required to be satisfied by the Closing Date (as hereinafter defined) are either satisfied or waived by Buyer, then the parties will proceed to close the transaction contemplated hereby and, except as specifically set forth herein, the Earnest Money will be non-refundable to Buyer but applicable to the Purchase Price. 4. Closing. The closing of the purchase and sale contemplated by this Agreement (the"Closing") shall occur on (the"Closing Date"), but Buyer may close on any business day prior to the Closing Date by giving Seller at least five days' notice of such earlier date for the Closing. The Closing shall take place at the office of Attorney's Title of Stillwater("Title Company") in Stillwater, Minnesota. Seller agrees to deliver possession of the Property to Buyer on the Closing Date, except as provided in Section 13 of this Agreement. Any party hereto may close via an escrow arrangement with the Title Company. 4.1 Seller's Closing Documents. On the Closing Date, Seller shall execute and deliver to Buyer the following(collectively, "Seller's Closing Documents"), all in form and content reasonably satisfactory to Buyer: I 4.1.1 Deed. A Warranty Deed conveying the Real Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances (as hereafter defined). 4.1.2 IRS Forms. A Designation Agreement designating the "reporting person" for purposes of completing Internal Revenue Form 1099 and, if applicable, Internal Revenue Form 8594. 4.1.3 Well Certificate. A Certificate signed by Seller warranting that there are no "Wells" on the Property within the meaning of Minn. Stat. § 1031 or, if there are"Wells", a Well Certificate in the form required by law. I -2-