07-20-2015 Planning Commission Packet

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earthworks, historical materials, and/or other archeological sites that are protected by federal or state Iaw. 11. SELLERS' CONTINGENCIES. The obligations of SeIlers under this Agreement are expressly contingent upon the following: (a} The right of way abutting the north property line of the Seller Coxnmercial Property is vacated at or priar to Closing; (b) Sellers aze granted a sanitary sewer connection by the City of Orono to the City sanitary sewer system for the Remainder Property and the City waives the City sanitary sewer connection fee. Sellers sha11 be responsible for all other costs and fees associated with the sanitary sewer connection; (c) The Seller Property is rezoned from RR-IB, One-Family Residential District to R- 1A, One-Family Residential District at or prior to Clvsing; (d) Purchaser providing an appurtenant easement for driveway and access purposes to serve the Rema,inder Property in the form attached as Exhibit E {��Access Easement"); (e) The City of Orono granting the lot split necessary to esta.blish the Property as single tax parcel. If the c�ntingencies set forth herein have not been satisfied or waived by Purchaser by the Closing Date, as otherwise extended, Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Purchaser's indemnity obligations pursuant to Sec�ian 7. The connngencies set forth in this section are for the sole and exclusive benefit of Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to Sellers, provided Purchaser abides by the tirne requirements set forth above. 12. PURCHASER'S CONTINGENCIES. The obligations of Purchaser under this Agreement are expressly contingent upon the following: (a) The representations of Sellers contained in this Agreement must be true now and as of the Closing Date, as if made on the Closing Date and Sellers shall have delivered to Pwrchaser on the Closing Date, a certificate, signed by Sellers, certifying that such representatians are true as of the Closing Date (the "Bring- down Certificate"), except to the extent that the representations are no Ionger true and acceptable to Purchaser. (b) Tifle sha11 be held by Sellers on the Closing Date and shall be free and ciear of all encumbrances except the Permitted Encumbrances. {c} Purchaser shall be satisfiad, in its reasonable discretion, with the results of any Investigation conducted by Pwchaser or SelIers on the Property. 5 18I815v2