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• or if Buyer does not notify Seller, in accordance with the requirements in Section 23, on or <br /> before the Date of Closing that Buyer is exercising one or more of the contingencies described in <br /> 0 <br /> • <br /> Sections 18(d), 18(e), 18(f), 18(g) or 18(h). Buyer's right to exercise the contingencies described <br /> in this Section 18 terminates, and the Parties must proceed pursuant to the other provisions of <br /> this Agreement. <br /> 19. Seller's Contingencies. Seller's obligations under this Agreement are contingent <br /> on: <br /> a. Seller's Board(i) determining that the sale contemplated by this <br /> Agreement is in the best interest of the City of Elk River and its people and furthers <br /> Seller's general plan of economic development; and (ii) adopting a resolution approving a <br /> sale pursuant to the terms of this Agreement at a hearing called and held in accordance <br /> with the requirements of Minnesota Statutes Section 469.105, Subd. 2 on or before <br /> August 8, 2005; <br /> b. No taxpayer filing an appeal within the twenty(20) day time period <br /> described in Minnesota Statutes, Section 469.105, Subd. 3; <br /> c. Buyer having submitted and Seller having approved Plans pursuant to <br /> Section 7 on or before the Date of Closing; and <br /> d. The City of Elk River having completed its grading of the Property <br /> pursuant to the Grading Plan for Northstar Business Park prepared by BDM Consulting <br /> Engineers, PLC dated July 19, 2005, a copy of which is attached as Exhibit B, on or <br /> before the Date of Closing. <br /> If one or more of the contingencies described in this Section 19 are not satisfied, Seller may <br /> terminate this Agreement pursuant to Section 23. <br /> 20. Condemnation. If a public or private entity with the power of eminent domain <br /> commences condemnation proceedings against all of any part of the Property, Seller must <br /> immediately notify Buyer, and Buyer may, at Buyer's sole option, terminate this Agreement <br /> pursuant to Section 23 below. Buyer has twenty(20) days from the effective date of Seller's <br /> notice to Buyer to exercise Buyer's termination right. If Buyer does not terminate this <br /> Agreement within said twenty(20) day period, the Parties must fully perform their obligations <br /> under this Agreement,with no reduction in the Purchase Price, and Seller must assign to Buyer, <br /> on the Date of Closing, all of Seller's right, title and interest in any award made or to be made in <br /> the condemnation proceedings. Seller must not designate counsel, appear or otherwise act with <br /> respect to any such condemnation proceedings without Buyer's prior written consent unless <br /> Buyer fails to respond within seven(7) days to a request for such written consent. <br /> 21. Assignment. Buyer may not assign Buyer's rights or obligations under this <br /> Agreement to a third party without the written consent of Seller. Seller may grant or withhold <br /> Seller's consent to an assignment in Seller's sole and absolute discretion. Buyer has indicated <br /> that Buyer may want to assign Buyer's rights and obligations under this Agreement to the <br /> trustees of Buyer's family trust, and Seller agrees that Seller will consent to any such <br /> assignment. <br /> 1787623v4 10 <br />