7.0. EDSR 08-08-2005 - Laserfiche WebLink

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• If one or more of the contingencies described in Section 19(a), 19(b) and 19(c) are not satisfied by the earlier of the applicable date or the Date of Closing, Seller may terminate this Agreement pursuant to the procedures set forth in Section 23. 20. Condemnation. If a public or private entity with the power of eminent domain commences condemnation proceedings against all or 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 the effective date of Seller's notice to Buyer, as determined pursuant to Section 26,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 in or otherwise act with respect to any such condemnation proceedings without Buyer's prior written consent unless Buyer fails to respond within seven(7)business 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. Notwithstanding anything contained herein to the contrary, Buyer may assign its rights and obligations under this Agreement, without Seller's written consent, to a separate legal entity to be formed by one or • more of Buyer's members; provided that, as of the time of the assignment and as of the Date of Closing such member(s) of Buyer hold a majority of the economic rights in such entity and hold sufficient governance rights to control the operations of the entity. 22. Default. If either Party defaults in the performance of such 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 in Sherburne County District Court against Buyer to recover the damages Seller suffers or incurs as a result of the misrepresentations under Section 16 and/or the default under Section 17, and if Seller prevails in such an action, Seller is entitled to recover from Buyer Seller's reasonable attorneys 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 may: • 1787610v6 12