7.0. EDSR 07-11-2005 - Laserfiche WebLink

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Section 18 terminates, and the Parties must proceed pursuant to the other provisions of this • Agreement. 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; b. No taxpayer filing an appeal within the twenty(20) day time period described in Minnesota Statutes 469.105, Subd. 3; c. Buyer having submitted and Seller having approved Plans and Specifications pursuant to Section 7 on or before the Date of Closing. 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, Seller must immediately notify Buyer, and Buyer may, at Buyer's sole option, terminate this Agreement • pursuant to Section 23 below. Buyer has twenty(20) days from Buyer's receipt of Seller's notice to Buyer to exercise Buyer's termination right. If Buyer does not terminate this Agreement within said twenty(20) day period, the Parties must fully perform their obligations under this Agreement, with no reduction in the Purchase Price, and Seller must assign to Buyer, on the Date of Closing, all of Seller's right, title and interest in any award made or to be made in the condemnation proceedings. Seller must not designate counsel, appear or otherwise act with respect to any such condemnation proceedings without Buyer's prior written consent unless Buyer fails to respond within seven(7) days to a request for such written consent. 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 1787610v1 10