6. EDSR 03-11-2013 - Laserfiche WebLink

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19. Seller's Contingencies. Seller's obligations under this Agreement are contingent on: a. Seller's Board(i)determining that the sale contemplated by this Agreement is in the best interest of the City of Elk River and its people and furthers Seller's general plan of economic development; and(ii) adopting a resolution approving a sale pursuant to the terms of this Agreement at a hearing called and held in accordance with the requirements of Minnesota Statutes Section 469.105, Subd. 2; and b. No taxpayer filing an appeal within the twenty(20)day time period described in Minnesota Statutes 469.105, Subd. 3. If one or more of the contingencies described in this Section 19 are not satisfied, Seller may terminate this Agreement pursuant to Section 23. 20. Condemnation. If a public or private entity with the power of eminent domain commences condemnation proceedings against all of any part of the Property, this Agreement shall terminate. 21. Assignment. Buyer may not assign Buyer's rights or obligations under this Agreement to a third party without the written consent of Seller. Seller may grant or withhold Seller's consent to an assignment in Seller's sole and absolute discretion. 22. Default. If either Party defaults in the performance of any of the Party's obligations under this Agreement,the non-defaulting Party may, after written notice to the defaulting Party, suspend performance of its obligations under this Agreement, and the rights of the non-defaulting Party are as follows: a. Buyer's Default. If Buyer defaults in the performance of any of Buyer's obligations under this Agreement, Seller has the right to terminate this Agreement pursuant to Minnesota Statutes, Section 559.21 and retain the Earnest Money. If one or more of the representations set forth in Section 16 are inaccurate, when made or if Buyer defaults in the performance of one or more of Buyer's obligations under Section 17, Seller may commence an action for damages against Buyer in Sherburne County District Court, and if Seller prevails in such an action, Seller is entitled to recover from Buyer Seller's reasonable attorney's fees and costs. The remedies set forth in this Section 22(a) are Seller's sole and exclusive remedies in the event of Buyer's default. b. Seller's Default. If Seller defaults in the performance of any of Seller's obligations under this Agreement, Buyer's sole remedy is to terminate this Agreement pursuant to Section 23 below, in which case Seller must return the Earnest Money to Buyer. 23. Termination of this Agreement. Sections 13, 18, 20 and 22(b) of this Agreement allow Buyer to terminate this Agreement under certain conditions. Section 19 allows Seller to terminate this Agreement under certain conditions. The following procedures govern the exercise of those termination rights: 7 07