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254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 Attachment B Objections which Seller agrees to remove on or prior to the Closing Date, Purchaser shall have the option of: a. Declaring this Agreement null and void by written notice to Seller, and, in such event, receiving a refund from Seller of all Earnest Money, including any non-refundable portion thereof; or Waiving any defect in ti�le and, in such event, proceeding to close the transaction contemplated by this Agreement on the Closing Date as defined in Section 9 hereof. 7. ACCESS TO LAND. In the event Purchaser desires to obtain access to inspect the Property, Purchaser shall request such access from the Roseville School District. Purchaser shall promptly repair any damage caused to the Property as a result of Purchaser's activities and restore the Property to substantially the same condition as it existed prior to Purchaser's activities. Purchaser agrees to indemnify and hold Seller and the Roseville School District harmless from all injury, death, or property damage or claim, loss, expense or lien of any kind whatsoever to the extent such injury, damage, claim, loss, expense, or lien is a consequence of Purchaser's presence on the Property for the purposes aforesaid. Seller shall cooperate with Purchaser and its due diligence efforts, provided such cooperation is at no expense to Seller. Purchaser shall allow Seller access to the City Parcel on the same terms and conditions set forth above for Purchaser's access to the Property. Seller agrees, if Purchaser requests, to encumber the City Parcel with a shared driveway/access agreement providing access to and from the real property south and east of the City Parcel across the City Parcel from and to Lexington Avenue ("Shared Driveway"); provided that the costs of installation, maintenance, repair and replacement of any Shared Driveway improvements shall be equitably allocated among the properties utilizing the Shared Driveway. Seller agrees to diligently cooperate in negotiaring such Shared Driveway agreement within 30 days after the Effective Date. 8. DESTRUCTION OR EMTNENT DOMAIN. If, prior to the Closing Date, all ar any substantial part of the Improvements on the Property should be destroyed by fire or any other cause, or any insubstantial part of the Property shall be taken by eminent domain, neither party shall have the option of canceling this Agreement. If, priar to the Closing Date, all or any substantial part of the Property or the City Parcel should be taken, or proceedings are commenced in condemnation with respect thereto, Purchaser or Seller, as the case may be, shall have the option to terminate this Agreement. Said option must be exercised in writing and delivered to the other party priar to the Closing Date. If either party elects to cancel this Agreement in accordance herewith, this Agreement shall thereafter be of no further force and effect. 9. CLOSING. The consummation of the transactions contemplated by this Agreement ("Closing") shall be held in the office of Purchaser's counsel, Erickson, Bell, Beckman & Quinn, P.A., 1700 West Highway 36, Suite 110, Roseville, Minnesota (or at such other location as the parties shall agree), on the "Closing Date" which shall be no sooner than the date of the closing of the transaction identified in the School District Agreement ("ISD Closing"). Purchaser acknowledges that it is necessary to subdivide/plat Applewood Pointe and the Land as separate parcels from the School Property ("Replat"). Seller shall use good faith commercially reasonable efforts to accomplish the Replat by the ISD Closing, including obtaining the School District's consent to execute the Replat of the Land contingent upon the ISD Closing. If the Replat is completed and ready to be filed with the Ramsey County Recorder or Registrar of Titles by the ISD Closing, Purchaser agrees that the Closing Date shall be the same date as the ISD Closing. If the Replat is not completed and ready to be filed by the ISD Closing, Purchaser agrees that the