Agenda - Council - 07/26/2022 - Laserfiche WebLink

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Date: July 15, 2022 Page 6of9 I. Seller is not a "foreign person", "foreign partnership", "foreign trust", or "foreign estate" as defined in Section 1445 of the Internal Revenue Code. J. Seller understands that this purchase agreement includes all improvements to the land and all architectural plans, environmental reports or any other applicable reports or any other applicable reports that have been performed over the past 24 months. 3. BUYER'S CONTINGENCIES. Unless waived by Buyer in writing, Buyer's obligation to purchase the property 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. A. The ability of Seller to convey marketable fee title to the property, free and clear of any and all liens. B. Buyer shall review and approve, in its sole discretion, all the documentation required from the Seller as detailed in Paragraph 13 herein, within 30 days of execution of this Agreement. 4. PERMITTED ACCESS AND INSPECTION. Buyer's performance of this Agreement is expressly conditioned upon Buyer's inspection and approval of the Property, which inspection shall be made within 30 days after the date thereof. During the term of such inspection, Buyer and its authorized representatives shall be permitted access to the Property 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 fees, relating to or arising from Buyer's presence on the Property prior to the Closing Date. Buyer agrees to repair any damage to the Property caused by such inspections and to return the Property 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 within 30 days from the date hereof and this agreement shall be null and void and the Earnest Money shall be refunded to Buyer. Buyer shall be entitled to actual possession of the Property on and after the Closing Date.