Reso 2007-1120 - Laserfiche WebLink

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Agreement nO! entitle Buyer to receive a refund of all or any portion of the Option Fee, unless expressly provided for in this Agreement. 4.1 Selvices and Compliance, During the Inspection Peliod, Buyer may determine that the Property has adequate services available and that all federal, state, county and local laws, rules and regulations have been and arc currently being complied with relative to the Property. 4,2 Environmental. During the Inspection Period, Buyer shall have access to the Property for purposes of conducting any tests upon the Property, including but not limited to, at its sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit, engineering and topographical studies, as buyer in its sole discretion deems necessary so long as it does not unduly interfere with Seller's operations; provided, however, that Buyer may not conduct any Phase II environmental assessment or other invasive tests of the Property without the written consent of Seller in each instance. In the event that any inspections and any review of documents conducted by the Buyer relative to the Property during the Inspection Period prove unsatisfactory to the Buyer, Buyer in its sole discretion, shall be entitled to terminate this Agreement by providing written notice to Seller, or elect to proceed to closing as set forth herein prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary, Buyer shall not be entitled to receive a refund of the Option Fee or any other Escrow Funds as a result of the environmental condition of the Property unless (a) Buyer timely exercises the Option in the manner required under this Agreement, subject to Seller's cure and remediation of any applicable Environmental Problcm (as defined below), (b) on or prior to the end ofthc Inspection Period, Buyer delivers to Seller a notice stating that an Environmental Problem (as defined below) exists, together with a copy of a report plepared by an appropriately licensed independent geologist or engineer which determines that Hazardous Materials arc present or are likely to be present on the Property which are required to be remediated under applicable Governmental Requirements and/or that conditions exist on the Property which are in violation of an applicable Governmental Requirement with respect to Hazardous Materials and that cost of completing such remediation and curing any such violations equals or exceeds five percent (5%) of the total Purchase Price (an "Environmental Problem"), and (c) Seller does not cure and remediate such Environmental Problem within ninety (90) days aileI' the end of the Inspection Period and Buyer docs not elect to elose subject to such Environmental Problem as and when provided below. Time is of the essence for Buyer to notify Seller of any Environmental Problems as and when provided above and in the event Buyer docs not do so, it shall have waived any and all objections to the environmental condition of the Property, In the event that Buyer timely notifies Seller of an Environmental Problem in the manner required above, Seller shall within fifteen (15) days thereafter notify Buyer either (I) that Seller has elected to cure and remediate as applicable, such Environmental Problem, in which event Seller shall be entitled to one or more adjournments of the Closing up to ninety (90) days in the aggregate in order to cure and remediate such Environmental Problem or (ii) that Seller has elected to terminate this Agreement, in which event this Agreement shall immediately terminate as provided below. If Seller elects to and does cure and remediate such Environmental Problem, then Seller shall provide written notice and evidence thereof to Buyer on or prior to ninety (90) days after the end of the Inspection Period, in which event the Closing shall occur ten (10) business days thereafter. If Seller elects to, but does not cure and remediate such Environmental Problem on or prior to ninety (90) days after the end of the Inspection Period or at any time prior thereto notifies Buyer that it will no longer Eric Feder 5