10.5 Purchase Agreement - Laserfiche WebLink

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d. Assignment. This Agreement may not be assigned by either Party without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. e. Headings and Captions. Headings and captions contained in this Agreement are for convenience only and are not intended to alter any of the provisions of this Agreement and shall not be used for the interpretation of the validity of the Agreement or any provision hereof. f. Survival. The respective covenants, agreements, indemnifications, warranties and other terms of this Agreement will survive and be in full force and effect after the Closing, and shall not be deemed to have merged into any of the Closing Documents. g. Other Documents. Each Party to this Agreement agrees, both at the Closing and after the Closing, to execute such other documents as may be reasonably requested by the other Party in order to complete the transactions contemplated by this Agreement. h. Counterparts. This Purchase Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute a single, integrated contract. 16. SELLER'S TRANSACTION APPROVAL. Seller's obligation to perform hereunder is contingent upon Seller obtaining, before the Closing Date, approval of the transaction contemplated by this Agreement by the City Council of the City of Pequot Lakes, Minnesota. Notwithstanding anything in this Agreement to the contrary, if such approval has not been obtained by the Closing Date, this Agreement shall be null and void, and in this event Seller will return the earnest money paid by Buyer. Execution of this Agreement by any person on behalf of the Seller prior to obtaining the necessary approvals provided herein shall not confer any personal authority nor create any personal liability on the signer for the obligations of Seller under this Agreement. 17. INVESTIGATION AND APPROVALS PERIOD. a. The "Investigation and Approvals Period" under this Agreement shall be a period commencing on the Effective Date and ending at 11:59 p.m. Eastern Standard Time on June 111, 2024. Buyer, and all of Buyer's agents, contractors, consultants, representatives and other persons designated by Buyer, shall have the right to enter on the Real Property for the purpose of investigation, discovery and testing of the Real Property, including, without limitation, surveying, soil testing and boring, hydrological studies, environmental studies, structural inspections or any other studies or tests Buyer determines in its reasonable discretion to be necessary or appropriate (collectively, the "Inspections"). Seller, at no cost or expense to Seller, shall cooperate with Buyer in conjunction with the Inspections, including: (A) providing access to the Real Property at all reasonable times prior to the Closing; 8