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PURCHASE AGREEMENT <br />THIS PURCHASE AGREEMENT ("Agreement") is made and entered into effective as <br />of May , 2014 (the "Effective Date") by and between COMMONBOND COMMUNITIES, <br />a Minnesota nonprofit corporation, its successors and / or assigns ("Buyer"), and the HOUSING <br />AND REDEVELOPMENT AUTHORITY OF THE CITY OF RAMSEY, MINNESOTA, a <br />Minnesota municipal corporation ("Seller"). <br />In consideration of the Earnest Money, the mutual covenants set forth in this Agreement, <br />and other good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, Seller and Buyer agree as follows: <br />1. Capitalized Terms and Other Key Terms. Capitalized terms used in this Agreement that <br />are not otherwise defined herein shall have the meanings assigned to such terms as set <br />forth on Exhibit A hereto, which is hereby incorporated by reference. <br />2. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the <br />Property, upon and subject to the terms, conditions, and limitations herein contained. <br />3. Purchase Price and Manner of Payment. The Purchase Price shall be payable by Buyer to <br />Seller as follows: <br />3.1. Earnest Money Deposit. Within two (2) business days following the Effective <br />Date, Buyer shall deposit the Earnest Money in the form of cash with the Title <br />Company and such funds shall be held and disbursed pursuant to the Escrow <br />Agreement and this Agreement; provided, however, that if there are any <br />inconsistent terms between the Escrow Agreement and this Agreement, the terms <br />of this Agreement shall control. Except as otherwise provided herein, the Earnest <br />Money shall be credited against the Purchase Price at the Closing. <br />3.2. Balance of Purchase Price. The balance of the Purchase Price, as increased or <br />decreased by any and all other adjustments set forth in this Agreement, shall be <br />paid by wire transfer of immediately available funds at the Closing. <br />4. Inspection Period. Within ten (10) days after the Effective Date, Seller shall deliver to <br />Buyer copies of all of the documents set forth in Exhibit C hereto in the possession or <br />reasonable control of Seller. During the Inspection Period, Buyer shall have the right, at <br />Buyer's sole cost, expense, and risk, to enter upon and examine and inspect the Property <br />to conduct environmental reviews, soil condition testing, survey, engineering studies, and <br />appraisals of the Property. Buyer shall promptly restore the Property to substantially the <br />same condition it existed immediately prior to any physical tests conducted by or on <br />behalf of Buyer. Further, Buyer agrees to indemnify and hold Seller harmless from and <br />against any liability, loss, claim, or damages to Seller that arise solely from Buyer's <br />physical inspections of the Property. During the Executory Period, Seller agrees not to <br />market the Property for sale and/or to negotiate with any third parties for the sale of the <br />Property unless Buyer and Seller in writing terminate this Agreement. <br />1 <br />