2022-02-16 EDA Packet - Laserfiche WebLink

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(b) Consents. The parties will cooperate with one another and proceed, as promptly as is reasonably practicable, to seek to obtain all necessary consents and approvals, and to endeavor to comply with all other legal or contractual requirements for or preconditions to the execution and consummation of the Purchase Agreement. (c) Best Efforts. Buyer and Sellers will negotiate in good faith and use their reasonable best efforts to arrive at a mutually acceptable definitive Purchase Agreement for approval, execution, and delivery on the earliest reasonably practical date. Buyer and Sellers will thereupon use their reasonable best efforts to effect the Closing and to proceed with the transaction contemplated by the Purchase Agreement as promptly as is reasonably practical. (d) Exclusive Dealing. For the period from the date hereof until August 28, 2022, or such longer period as the parties may continue to negotiate in good faith toward the execution of the Purchase Agreement (the ÐExclusive PeriodÑ), Sellers shall refrain from negotiating with any third party for the sale of the Property. During such time period, Sellers shall not, directly or indirectly, solicit or discuss (other than to inform an inquiring party as to the existence of this letter and the obligations to Buyer under this provision) any inquiries or proposals from or furnish any information to any third party concerning any such sale. Sellers shall promptly inform Buyer in writing of any such inquiry (including the name of the inquirer). (e) Closing. Closing to be on or before September 30, 2022. (f) Costs. Buyer and Sellers will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants and other advisers, incurred at any time in connection with negotiating or consummating the Purchase Agreement and the transaction contemplated hereby. (g) Public Disclosure. Before the Closing, neither Buyer nor Sellers shall make any public release of information regarding the matters contemplated herein except (i) that Buyer and Sellers may each continue such communications with tenants, lenders, employees, shareholders, and other particular groups as may be legally required or necessary or appropriate and not inconsistent with the best interests of the other party or the prompt consummation of the transaction contemplated by thisLetter, or (ii) as required by law. 3. Termination Except as specifically outlined in this Letter, any party hereto may terminate this Letter and thereafter this Letter shall have no force and effect and the parties shall have no further obligations hereunder if the Purchase Agreement is not signed by the end of the Exclusive Period; provided such terminating party is not in breach of any of the binding provisions hereof. Please sign and date this Letter prior to February 14, 2022 in the space provided below to confirm our mutual understanding and agreement as set forth in this Letter and return a signed copy to the undersigned. This letter of intent is contingent upon approval of buyers' approval of plans and construction costs no later than August 14, 2022. Very truly yours, _______________________________ Name: Schifsky Development (BUYER)