Laserfiche WebLink
3 <br />occurred. By execution of this Agreement, Sellers hereby irrevocably waive the <br />requirement of the Option Trigger occurring prior to the sale of the Property, and consent <br />to Buyer’s exercise of the Option and consummation of the purchase as contemplated <br />herein. The Parties agree that this Agreement shall supersede the Option Agreement with <br />respect to the purchase and sale of the Property, and governs the rights and obligations of <br />the Parties related to the sale. All other provisions of the Option Agreement not <br />inconsistent herewith shall remain in effect. <br />4.BUYER’S DUE DILIGENCE <br />A.Investigation. Sellers acknowledge that Buyer’s determination to <br />purchase the Property requires a process of investigation (Buyer’s “Due Diligence”) into <br />various matters. Therefore, Buyer’s obligation to complete the purchase of the Property <br />is conditioned upon the satisfactory completion, in Buyer’s discretion, of Buyer’s Due <br />Diligence, including, without limitation, Buyer’s examination, at Buyer’s sole expense, <br />of zoning and land use matters, environmental matters, real property title matters, and the <br />like, as applicable. <br />B.Authorizations During Due Diligence Period. Sellers authorize Buyer, as <br />of the Contract Date and continuing until the end of the Due Diligence Period (as defined <br />below), to: <br />(i)enter upon the Property or to cause agents to enter upon the <br />Property for purposes of examination; provided, however, that Buyer may not <br />take any action upon the Property which reduces the value thereof without <br />Sellers’ express written consent, which shall not be unreasonably delayed or <br />withheld; and further provided that if Closing does not occur, Buyer shall <br />promptly restore the Property to its condition prior to entry; and <br />(ii)file any application with any federal, state, county, municipal or <br />regional agency relating to the Property for the purpose of obtaining any approval <br />necessary for Buyer’s anticipated use of the Property. If Sellers’ written consent <br />to or signature upon any such application is required by any such agency for <br />consideration or acceptance of any such application, Buyer may forward <br />necessary, reasonable forms created by the governmental agency to and request <br />from Sellers such consent or signature, which Sellers shall not unreasonably <br />withhold after being reimbursed for Sellers’ expenses. <br />C.Due Diligence Period. Buyer shall have a period of sixty (60) days <br />following the Contract Date to complete its examination of the Property in accordance <br />with this Section 3 (the “Due Diligence Period”). Upon written notice, the Parties may <br />proceed to Closing prior to the expiration of the Due Diligence period described in this <br />Section. <br />D.Termination of Agreement. If at any time within the Due Diligence <br />Period, Buyer determines, in its sole discretion, not to proceed with the purchase of the <br />Property, Buyer may terminate this Agreement by written notice to Sellers and Buyer <br />shall be entitled to a full refund of the Earnest Money Deposit.