Resolution 2021-13 - Laserfiche WebLink

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C. Contingency Deadline. The Parties shall use reasonable efforts to secure approval of the sale and transfer of the CBT Units, and any other necessary approvals required to facilitate the transactions contemplated hereunder. However, if despite the Parties' good faith efforts, the contingency is not satisfied as of May 21, 2021 ("Contingency Deadline"), then this contingency shall be deemed unfulfilled, this Agreement shall terminate and be of no further force or effect, and each Party hereto shall be released from all rights and obligations hereunder, except Purchaser's obligation to refund Seller's earnest money. 7. Closing Conditions. Closing on purchase and sale of the CBT Units hereunder shall be conditioned upon the occurrence of all of the following conditions (the "Closing Conditions"): a. Timely delivery by Purchaser of the Earnest Money to the Escrow Agent; b. Delivery by Purchaser to the Escrow Agent of the Purchase Price Balance on or before Closing; C. Delivery by Seller to Purchaser of the Due Diligence Materials indicating Seller's ownership of the CBT Units and providing that there are no Liens encumbering the CBT Units, except for those to be released at Closing. The Due Diligence Materials shall be updated and current to the date of Northern approval; d. Written approval by Northern of the sale and transfer of the CBT Units to Purchaser; e. Written approval by Northern of an Allotment Contract covering the CBT Units; and f. Delivery by Seller to Purchaser of executed originals of releases of all Liens, if any, that encumber the CBT Units, together with any other necessary documents with respect to such releases. 8. Closing. Provided that the Northern Approval Contingency and the Closing Conditions have been satisfied, Closing shall occur on April 12, 2021, or on such other date as the Parties may agree in writing ("Closing Date"), but in any event not sooner than two (2) business days following Northern Board approval. By written notice, either Party may defer the Closing Date by up to thirty (30) days as necessary to secure Northern approval and/or the satisfaction of the Closing Conditions. At Closing, Seller and Purchaser shall deliver and execute all necessary documents to complete the transfer of the CBT Units and Purchaser shall remit payment to Seller of the Remaining Purchase Price. If, upon the expiration of the Contingency Deadline, Northern has not approved the transfer of the CBT Units as provided herein, or the Closing Conditions have not been satisfied as provided herein, and the same are not rescheduled or deferred in accordance herewith, the Escrow Agent shall return all funds, including the Purchase Price, to Purchaser, and this Agreement shall be of no further force or effect. Page 3 of 11