7.3. SR 07-20-2015 - Laserfiche WebLink

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Agreement, in which event neither party will have further obligations under this Agreement. If the Buyer fails to give such notice, then there shall be no reduction in the Purchase Price, but the City shall assign to the Buyer at the Closing all of City’s right, title and interest in and to any award made or to be made in the condemnation proceedings or payment of a claim by any insurance company. If Buyer does not terminate this Agreement after such damage, or if the Property is damaged but not substantially, the City shall promptly commence to repair such damage or destruction and return the Property to its condition prior to such damage, to the extent there is insurance available for such repair. If such damage is completely repaired prior to the Closing Date then there will be no reduction in the Purchase Price and the City shall retain the proceeds of all insurance related to such damage. If such damage is not completely repaired prior to the Closing Date, but the City is diligently proceeding to repair, then the City must complete the repair after the Closing Date and is entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer has the right to delay the Closing Date until repair is completed. If the City fails to diligently proceed to repair such damage, then Buyer has the right to require a closing to occur. Prior to the Closing, the City shall not designate counsel, appear in, or otherwise act with respect to any condemnation proceedings without the Buyer’s prior written consent. For purposes of this section, the words “a material part” means a part if substantially damaged or acquired by a condemning authority would materially hinder Buyer’s operations on the Property. 13. COMMISSIONS. Both the Buyer and the City represent that they have not entered into a contract with any real estate broker, whereby the broker is entitled to a commission resulting from the transaction contemplated by this Agreement. Each party agrees to indemnify, defend and hold harmless the other party against any claim made by a real estate broker for a commission or fee based on alleged acts or agreements with the indemnifying party. 14. REMEDIES. 14.1. Buyer’s Remedies. If the City fails to consummate this Agreement for any reason except the Buyer’s default or the termination of this Agreement pursuant to a right to terminate given herein, the Buyer may, as its sole and exclusive remedy, terminate this Agreement by giving thirty (30) days’ written notice to the City, pursuant to Minnesota Statutes Section 559.21, as amended from time to time, in which event neither party shall be further obligated to the other (except for the Buyer’s and the City’s indemnities set forth in this Agreement). The Buyer specifically waives any right to make a claim against the City for compensatory or consequential damages or any other type of monetary claim, except for the indemnity obligations set forth in this Agreement. 14.2. City’s Remedies. If the Buyer fails to consummate this Agreement for any reason except the City’s default or the termination of this Agreement pursuant to a right to terminate given herein, the City’s sole and exclusive remedy shall be to terminate this Agreement by giving thirty (30) days’ written notice to the Buyer, pursuant to Minnesota Statutes Section 559.21, as amended from time to time, in which case neither party shall be further obligated to the other. 9 455958v10 SJS EL185-31