Agenda - Council - 09/08/2026 - Laserfiche WebLink

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Closing (defined below). The Title Company shall hold the Earnest Money for the mutual benefit of the parties in accordance with the provisions of this Agreement. b. Balance Due at Closing. The balance of the Purchase Price will be paid by the Buyer, in cash, at the Closing. 3. Closing. The "Closing" shall occur no later than November 30, 2026, or on such earlier date mutually agreed to in writing by the Seller and Buyer ("Closing Date") at the offices of the Title Company, or such other place as may be mutually agreed upon by the parties hereto, and possession to the Property shall be transferred to the Buyer on the Closing Date. The payment of the Purchase Price and delivery of the Closing Documents (defined below) shall be made on the Closing Date. The date and time of the Closing for all purposes under this Agreement, including any calculations to be made as of the Closing, shall be 12:01 a.m., Minneapolis, Minnesota time, on the Closing Date. 4. Inspection Contingency Period. a. Commencing on the Effective Date and expiring sixty (60) days thereafter ("Inspection Contingency Period"), the Buyer and its agents and representatives shall have access to the Property at any time mutually convenient to Buyer and Seller for the purpose of conducting reasonable inspections of the Property and related due diligence of the Property, including but not limited to performing non-invasive environmental tests, surveying the Property and conducting such other non-invasive work as Buyer shall consider appropriate including investigations, tests and inspections relating to the physical characteristics of the Property, all engineering, geotechnical and structural analysis. Buyer shall defend, indemnify and hold Seller harmless from any costs or expenses incurred in connection with the Buyer access to the Property, whether such access to the Property was before or after the Effective Date, and shall restore the Property to its condition immediately preceding such access. All inspections will be at the sole cost and expense of the Buyer and the Buyer shall indemnify and hold Seller harmless from any losses, liabilities, liens, legal actions, proceedings, and costs or expenses (including reasonable attorney's fees) incurred in connection with such inspections. The obligations of Buyer under this Section shall survive the termination of this Agreement. b. On or before the expiration of the Inspection Contingency Period, the Buyer, in its sole absolute discretion, has the right for any reason or no reason to terminate this Agreement. In such event, or any other timely written notice of termination of this Agreement by Buyer to Seller, Buyer shall receive a full refund of the Earnest Money and except for obligations that this Agreement expressly survives termination, neither party will have any further rights against the other. c. Within five (5) days after the Effective Date, to the extent in Seller's possession, Seller shall deliver to Buyer copies of the following documents (collectively, the "Seller Documents"): i. Any and all environmental, engineering, architectural or geotechnical 2