AG 2008 08 18 - Laserfiche WebLink

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cooperate with Buyer in this regard, shall diligently pursue all available means to assist Buyer in obtaining the same, and shall, if requested to do so, execute such applications or requests as may be necessary for the owner of the Properly to execute and to provide any information known to or in possession of Seller that may be necessary or useful in completing applications or requests. If, while in compliance with the requirements of this Agreement, Buyer shall experience delay in obtaining necessary permits or approval to use the Property for Buyer's intended use, Buyer will be entitled to and may by written notice to Seller elect one of the following: (i) To extend the Inspection Period as to such specific matters and the Closing Date for a period not to exceed thirty (30) days to obtain required permits or approvals as referred to above, and, if not obtained prior to the expiration of such thirty (30) day extension, to elect whether (ii), (iii) or (iv) below applies; (ii) To further extend the Inspection Period by an additional thirty (30) days, as in (i) above; (iii) To waive such permits and approvals and to close the transaction in accordance with the terms of this Agreement; or (iv) To terminate this Agreement and to receive a complete refund of the Deposit together with all interest accrued thereon in accordance with the terms hereof, in which event neither Seller nor Buyer will have any further rights, duties or obligations under this Agreement, except as expressly provided herein; provided, however, that if Buyer elects to terminate this Agreement as a result of Seller's failure to diligently assist Buyer in obtaining said permits and approval, Buyer's termination will be without prejudice to Buyer's right to sue Seller for damages suffered or incurred by Buyer as a result of Seller's breach hereof. 8. ENVIRONMENTAL MATTERS. A. Buhr Indemnification. Buyer agrees to pay all of the costs and expenses associated with its investigation and testing and to repair and restore any damage to the Property caused by Buyer's investigations or testing, at Buyer's expense. Buyer also agrees to indemnify and hold Seller harmless from all costs, expenses and liabilities arising out of Buyer's negligence or willful misconduct or that of its employees, agents, consultants or contractors in performing its evaluation of the Property, except that Buyer shall have no responsibility to Seller and Seller hereby releases Buyer and agrees to indemnify and hold Buyer harmless from all costs, expenses and liabilities arising in connection with environmental conditions, Hazardous Materials, Release or underground structures or utilities that were not disclosed to Buyer as provided in this pm•agraph. Soil, rock, water, asbestos, and other samples taken from the Property shall remain the properly of Seller. At Seller's request and expense, Buyer will assist in making arrangements for the lawful disposal of any contaminated samples and related transportation and disposal fees, but only if Seller signs the manifest and any other documents required in connection with the disposal of contaminated samples. If Seller is not willing to sign the required documentation, Buyer's only obligation shall be to return the contaminated samples to Seller. B. Seller Environmental Renresentations and Warranties. Seller represents and warrants to Buyer that to Seller's actual knowledge, except as disclosed in any environmental reports that Seller may have and which Seller will deliver to Buyer hereunder, or in any additional environmental reports obtained by Buyer: a WCSR 3614883v5