Agenda - Planning Commission - 08/04/2016

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9. INSPECTION PERIOD. a. Except as otherwise provided in Section 6, Buyer shall have from the Effective Dave until the date that is 180 days after the Effective Date (the "Inspection Period") to investigate the Property and determine whether its proposed build -to - suit project on the Property is feasible, financially and otherwise, in Buyer's sole judgment. Buyer acknowledges and agrees that Seller has not made any covenants, representations or warranties regarding Buyer's ability to obtain governmental approvals from the City of Ramsey or any other governmental entity. The City of Ramsey will review, consider and act on any applications Buyer submits to the City for governmental approvals in accordance with City Code. b. Buyer may extend the Inspection Period for up to two (2) periods of thirty (30) days each (each an "Extension Period") by delivering written notice of extension to Seller prior to the then current expiration of the Inspection Period and paying to the Escrow Agent Additional Earnest Money in the amount of Five Thousand and No/100 Dollars ($5000.00) (each such payment being referred to as "Additional Earnest Money"). The Additional Earnest Money shall apply to the Purchase Price and shall be deemed to be Earnest Money for all purposes; provided, that the Additional Earnest Money shall not be refundable except upon Seller's default or failure of any condition to closing set forth in Section 14 below. Upon exercise of each extension right, the defined term "Inspection Period" shall include the Extension Period. c. Buyer may, at any time on or before 5:00 p.m. on the last day of the Inspection Period, terminate the Agreement by written notice to Seller. In addition, this Agreement automatically terminates at 5:00 p.m. on the last day of the Inspection Period unless, prior to that time Buyer delivers a written notice of Buyer's intention to proceed (a "Notice to Proceed") to Seller. d. If, pursuant to Section 9(c) either Buyer terminates this Agreement or this Agreement is automatically terminated, the Escrow Agent must disburse the Earnest Money to Buyer and the Additional Earnest Money, if any, to Seller. 10. DEFINITIONS. As used in this Agreement: "Claim" or "Claims" means any and all liabilities, suits, claims, counterclaims, causes of action, demands, penalties, debts, obligations, promises, acts, fines, judgments, damages, consequential damages, losses, costs, and expenses of every kind (including without limitation any attorney's fees, consultant's fees, costs, remedial action costs, cleanup costs and expenses which may be related to any claims). "Environmental Law" means the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Federal Water Pollution