7.0. EDSR 08-08-2005 - Laserfiche WebLink

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• a. terminate this Agreement pursuant to the procedures set forth in Section 23 below; or b. notify Seller that Buyer waives Buyer's Objection(s). If Buyer waives Buyer's Objection(s), the matter giving rise to such Objection(s)will be deemed a Permitted Encumbrance and the Parties must fully perform their obligations under this Agreement. The Parties must establish a new Date of Closing by mutual agreement,but if the Parties cannot establish a new Date of Closing by mutual agreement, the Date of Closing will be the date five(5) days from the date of Buyer's notice to Seller that Buyer waives Buyer's Objection(s). If Buyer does not notify Seller of Buyer's election to terminate this Agreement pursuant to subsection(a) above or waive Buyer's Objection(s)pursuant to subsection (b) above within five (5)business days after the date of Buyer's receipt of notice from Seller that Seller does not intend to make Seller's title to the Property marketable or the expiration of the thirty(30) day period provided for above, as the case may be, this Agreement automatically terminates, Buyer must deliver an executed and recordable quit claim deed to the Property to Seller to evidence the termination of this Agreement and Seller must return the Earnest Money to Buyer. 14. Real Estate Taxes and Special Assessments. The Parties must pay the real estate taxes (which term, as used in this Agreement,must include service charges assessed against real property on an annual basis pursuant to Minnesota Statutes Section 429.101) and special assessments as follows: • a. On or before the Date of Closing, Seller must pay the real estate taxes, special assessments and any penalties and interest thereon that are due and payable with respect to the Property, on or before the Date of Closing; b. On or before the Date of Closing, Seller must pay or provide for the payment of all special assessments levied, deferred or pending against the Property as of the Date of Closing, including special assessments certified for payment with the current year's real estate taxes. For purposes of this Section 14(b), Seller and Buyer agree that any special assessments the City of Elk River levies to finance the construction of improvements described in the feasibility study for Northstar Business Park, Elk River, Minnesota(Project No. 819610J) as approved by the Elk River City Council on June 6, 2005 are deemed to be "pending against the Property as of the Date of Closing" for purposes of this Section 14(b), and Seller is obligated to pay or provide for the payment of all such special assessments; and c. Buyer and Seller must pro-rate the real estate taxes, if any, which are due and payable with respect to the Property in the year of closing on a per diem basis using a calendar year, to the Date of Closing. If the Date of Closing occurs in the calendar year in which Seller records the plat of NORTHSTAR BUSINESS PARK, Seller will have already paid any real estate taxes due and payable in that year in connection with the recording of the plat of NORTHSTAR BUSINESS PARK. For purposes of the pro- . ration described in this Section 14(c), the real estate taxes due and payable with respect to the Property in the year in which Seller records the plat of NORTHSTAR BUSINESS 1787610v6 7