Reso 2006-1010 - Laserfiche WebLink

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In the event of any dispute or any doubt on the part of the Escrow Agent regarding the Escrow Funds (or any portion thereof), the Escrow Agent shall have the right to deposit the Escrow Funds (or any portion thereof) into a court of appropriate jurisdiction and all costs to the Escrow Agent in connection therewith shall be assessed against the Escrow Funds. In such event, the Escrow Agent shall be relieved of all liability with respect to the Escrow Funds so deposited. Seller and Buyer each agree to indemnify and hold the Escrow Agent harmless from and against any loss or liability (including reasonable attorney's fees and disbursements and court and litigation costs) incUlTed by the Escrow Agent as a result of any dispute regarding the Escrow Funds or in any way arising from the performance of its obligations under this Agreement or otherwise with respect to the Escrow Funds, except for the gross negligence or willful misconduct of the Escrow Agent. 4. Inspections. Buyer shall have until the Option Acceptance Date, but no later than the Option Expiration Date (the "Inspection Period") to make any inspections it deems necessary, all at Buyer's sole cost and expense. Buyer may in its sole discretion consider the results of such inspections in deciding whether to exercise the Option. 4.1 Services and Compliance. During the Inspection Period, 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 are 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 f0l1h 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 Problem (as defined below), (b) on or prior to the end of the Inspection Period, Buyer delivers to Seller a notice stating that an Environmental Problem (as defined below) exists, together with a copy of a report and remediation estimate prepared by an appropriately licensed independent geologist or engineer or environmental consultant which determines that Hazardous Materials are 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 after the end of the Inspection Period and Buyer does not elect Mazacco - Option Agreement 5 SIB