Agenda - Economic Development Authority - 02/05/2015

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time and all such representations, warranties and covenants shall survive closing for a period of six (6) months and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto and shall not merge into Seller's deed being delivered at closing. Seller agrees to indemnify and hold Buyer harmless from and against and to reimburse Buyer with respect to any and all claims, demands, causes of action, loss, damage, liabilities, and costs (including attorney's fees and court costs) asserted against or incurred by Buyer by reason of or arising out of the breach of any representation, warranty or covenant as set forth in this Section 4 for a period of six (6) months after closing. 5. BUYER'S CONTINGENCIES. Unless waived by Buyer in writing, Buyers obligation to purchase the Premises shall be subject to Buyer being able to satisfy the following contingencies on or before closing. The sufficiency of the contingencies will be determined by Buyer, in Buyer's sole discretion. If any of these conditions is not satisfied by the date herein, Buyer, has the option to terminate this Agreement by giving written notice of termination to Seller by 5:00 p.m. on the date thereof, time being of the essence, in which case Buyer and Seller must sign a Cancellation of Purchase Agreement and all earnest money will be returned to the Buyer within five (5) business days. Buyer may waive any condition in Buyer's sole and absolute discretion. The failure of Buyer to terminate the Agreement by the date provided in each of the following contingencies shall be a waiver of the condition: A. The ability of Seller to convey marketable fee title to the Premises, free and clear of any and all liens. B. Buyer to obtain suitable financing in a form and amount acceptable to Buyer in it's sole discretion by June 18 1 h, 2015. C. Buyer to receive site plan and plat approval for the construction of a building of Buyer's design on the property by June 18th , 2015. D. Buyer shall review receive the ALTA survey required from Seller by March 26th , 2015 6. PERMITTED ACCESS AND INSPECTION. Buyer's performance of this Agreement is expressly conditioned upon Buyer's inspection and approval of the Premises, which inspection shall be made within 30 days after the "Effective" Date. During the term of such inspection, Buyer and its authorized representatives shall be permitted access to the Premises at reasonable times for the purposes of architectural inspection and design studies, and such soil borings and environmental assessment as are deemed necessary by Buyer. Buyer agrees to indemnify and defend Seller from, and to hold Seller harmless against any and all claims, causes of action or expenses, including attorney's fee, relating to or arising from Buyer's presence on the Premises prior to the Closing Date. Buyer agrees to repair any damage to the Premises caused by such inspections and to return the Premises to substantially the same condition as existed prior to Buyer's inspection. If said inspection is, in Buyer's sole discretion, unsatisfactory to Buyer, Buyer shall notify Seller of the same in writing prior to five 5) days from date thereof and this Agreement shall be null and void and all Earnest Money shall be refunded to Buyer within five (5) business days of such notice. Failure of the Buyer to provide this written notice within the prescribed time shall be a waiver of this condition. Page 4 of 16