2025-059 Ordinance - Laserfiche WebLink

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4. Sale Contingencies. This Agreement is and shall be contingent upon satisfaction of the following enumerated conditions of sale. Any condition of sale not satisfied shall cancel the Agreement and relieve both parties of further performance. A. The Seller's obligation to consummate the closing under this Agreement shall be conditioned upon the receipt of the purchase price on or before the Closing Date. B. The Purchaser's obligation to consummate the Closing under this Agreement shall be conditioned upon the acquisition of funds necessary to pay the purchase price on or before the Closing Date. Such acquisition of funds by the Purchaser shall remain conditioned upon review and approval of financing by third -party lending institutions, including but not limited to municipal bonds, and shall be contingent upon such approvals in accordance with law. The Purchaser represents that it has previously initiated applications to acquire funding including, but not limited to, City Council passage of an ordinance authorizing said municipal funding. C. The Purchaser's obligation to consummate the Closing under this Agreement shall be conditioned upon satisfaction in all respects of each and all of the following on or before the Closing Date: (i) All documents and other items required to be delivered by Seller to Purchaser at the Closing as provided by the Agreement shall have been delivered in form and substance reasonably satisfactory to Purchaser. (ii) Seller shall have complied with, fulfilled, and performed each of the covenants, terms, and conditions to be complied with, fulfilled or performed by Seller under this Agreement. (iii) All of the representations and warranties made by Seller in this Agreement shall be true in all material respects as of the Closing Date. (iv) Seller and Purchaser shall have caused all inspections and Due Diligence items to be cured by Seller or waived by Purchaser on or before the Closing Date. 5. Due Diligence; Inspection. Purchaser shall have a period of three hundred and sixty (360) days from the effective date of this Agreement to obtain approvals of such governmental and quasi -governmental authorities and to conduct and obtain such tests, surveys, studies, reports and inspections in order to determine in its reasonable discretion if the Property is suitable for the Purchaser's acquisition (the "Due Diligence Period"). Purchaser may unilaterally extend the Due Diligence period by an additional thirty (30) days and shall issue written notification of same to Seller. The cost of obtaining such approvals and of conducting and obtaining such tests, surveys, studies, reports and inspections and in determining the suitability of the Property shall be the sole responsibility of the Purchaser. The Seller shall provide to the Purchaser reasonable access to the Property so that the Purchaser may conduct its due diligence. If any tests, surveys, studies, reports and inspections disclose any condition unacceptable to the Purchaser, then the Purchaser shall deliver written notice to the Seller, and Seller, at its sole option, may remedy the condition to which