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3. Contingencies. The obligations of Buyer under this Agreement are <br /> contingent upon each of the following: <br /> 3.1 Approval by the Hugo City Council. All representations made by Buyer <br /> contained in this Agreement are subject to approval and/or modification by the <br /> Hugo City Council. The Hugo City Council will consider approval of the <br /> agreement on May 1, 2006. <br /> 3.2 Representations and Warranties. The representations and warranties of Seller <br /> contained in this Agreement must be true now and on the Closing Date (as <br /> hereinafter defined) as if made on the Closing Date (as hereinafter defined) and <br /> Seller shall have delivered to Buyer on the Closing Date a certificate dated the <br /> Closing Date, signed by an authorized representative of Seller, certifying that <br /> such representations and warranties are true as of the Closing Date. <br /> 3.3 Title. Title shall have been found acceptable, or been made acceptable, in <br /> accordance with the requirements and terms of Section 6 below. <br /> 3.4 Access and Inspection. Seller shall have allowed Buyer, and Buyer's agents, <br /> access to the Real Property without charge and at all reasonable times for the <br /> purpose of Buyer's investigation and testing the same. Buyer shall pay all costs <br /> and expenses of such investigation and testing, shall restore the Real Property, <br /> and shall hold Seller and the Real Property harmless from all costs and liabilities <br /> relating to Buyer's activities. Buyer shall have been satisfied with the results of <br /> all such tests and investigations performed by it or on its behalf on or before the <br /> Closing Date (as hereinafter defined). <br /> This Agreement shall automatically terminate on the Closing Date (as hereinafter defined), <br /> unless Buyer has given Seller notice on or before the Closing Date (as hereinafter defined) that <br /> the contingencies described in this Section required to be satisfied by the Closing Date (as <br /> hereinafter defined) are either satisfied or waived by Buyer. If this Agreement terminates <br /> pursuant to this Section, then the Earnest Money shall be returned promptly to Buyer, and Buyer <br /> will execute and deliver to Seller a cancellation of purchase agreement, and Seller and Buyer <br /> shall have no further liability or obligations with respect to this Agreement or the Property. If <br /> Buyer gives Seller notice on or before the Closing Date (as hereinafter defined) that the <br /> contingencies described in this Section required to be satisfied by the Closing Date (as <br /> hereinafter defined) are either satisfied or waived by Buyer, then the parties will proceed to close <br /> the transaction contemplated hereby and, except as specifically set forth herein, the Earnest <br /> Money will be non-refundable to Buyer but applicable to the Purchase Price. <br /> 4. Closing. The closing of the purchase and sale contemplated by this <br /> Agreement (the "Closing") shall occur on May 31, 2006 (the "Closing Date"), but Buyer may <br /> close on any business day prior to the Closing Date by giving Seller at least five days' notice of <br /> such earlier date for the Closing. The Closing shall take place at the office of Attorney's Title of <br /> Stillwater("Title Company") in Stillwater, Minnesota. Seller agrees to deliver possession of the <br /> Property to Buyer on the day after Closing Date, except as provided in Section 13 of this <br /> Agreement. Any party hereto may close via an escrow arrangement with the Title Company. <br /> -2- <br />