Agenda - Economic Development Authority - 08/10/2023

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with respect to each such defect or encumbrance (a "Title Objection Notice"). Any defects in or encumbrances on Seller's title that Buyer does not identify in a timely Title Objection Notice are each a "Permitted Exception." Within ten (10) business days after Seller's receipt of a Title Objection Notice from Buyer, Seller will notify Buyer, in writing, of the actions, if any, that Seller is willing to take with respect to each of the matters identified in the Title Objection Notice and the time frame in which Seller will take those actions ("Seller's Title Notice"). If Seller's Title Notice indicates that Seller unconditionally agrees to make Seller's title to the Property marketable on or before the closing date established pursuant to Section 9, the parties shall proceed to closing pursuant to the terms of this Agreement. If Seller's Title Notice indicates that Seller does not unconditionally agree to make Seller's Title to the Property marketable on or before the closing date established in Section 10, Buyer may, at any time with ten (10) business days after Buyer's receipt of Seller's Title Notice, terminate this Agreement by written notice to Seller in which case this Agreement is terminated and Escrow Agent must disburse any Earnest Money to Buyer ("Buyer's Title Termination Notice"). If Buyer does not deliver a Buyer's Title Termination Notice to Seller within the ten (10) business days after Buyer's receipt of Seller's Title Notice, then (i) Seller must perform in accordance with Seller's Title Notice, (ii) Buyer shall be deemed to have waived Buyer's objections to the extent Seller has not agreed to address them in Seller's Title Notice, (iii) the matters to which Buyer objected and Seller did not agree to resolve are deemed Permitted Exceptions, and (iv) the parties shall proceed to closing in accordance with the terms of this Agreement and the terms of Seller's Title Notice. 7. RIGHT OF ENTRY. At all times after Buyer has deposited the Earnest Money with Seller and before the Closing, Buyer (and its employees, agents, and contractors) may enter the Property for the purpose of conducting soil tests, environmental tests and additional survey work, subject to the following conditions: a. Within fifteen (15) days after the termination of this Agreement, if either Seller or Buyer terminate this Agreement in accordance with the provisions hereof prior to Closing, Buyer must repair and or restore any damage Buyer or its employees, agents or contractors cause to the Property and remove any personal property, refuse or debris Buyer or its employees, agents or contractors brought onto or authorized third parties to bring onto the Property. b. Buyer must defend and indemnify Seller from and against and hold Seller harmless Seller from all "Claims," as defined in Section 10, arising out of, resulting from or relating to any loss of or damage to any property or business or out of any injury to or death of any person, if the loss, damage, injury, or death arises either directly or indirectly from: (a) any action or omission of Buyer or its employees, agents, or contractors, while on the Property pursuant to this Section; or (b) actions or omissions of Buyer or Buyer's employees, agents, or contractors that cause or result in the release of any Hazardous Substance onto the Property or onto other property. -3- Error! Unknown document property name.