11-13-2002 Council Agenda - Laserfiche WebLink

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of the Property, Seller must immediately notify Buyer, and Buyer may, at Buyer's sole option, terminate this Agreement pursuant to Section 20 below. Buyer shall have ten (10) 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 ten (10) day period, the Parties shall 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 shall 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. 18. Assignment. Buyer may not assign Buyer's rights and 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 at Seller's sole discretion. 19. Default. If either Party defaults in the performance of any of the Party's obligations under this Agreement or under the Development 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 may terminate this Agreement pursuant to Minnesota Statutes, Section 559.21 and retain the Earnest Money. Buyer acknowledges andrees that if Bu er defaults in the r erformance of Bu er's obii • ations under this A ' reement and Seller terminates this A • reement_pursuant to Minn. Stat., Section 559.21 neither Bu er nor Sherman Associates, Inc. ( "Sherman ") is entitled to any compensation for the value of the asbestos remediation or demolition activities Buyer or Sherman are undertakin r on the Pro s er or for the value of an improvements Buyer or Sherman make to the Pro • erty pursuant to the Demolition Agreement,fis defined in Section 14. The remedy set forth in this Section 19(a) is Seller's sole and exclusive remedy 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 either: (i) terminate this Agreement pursuant to Section 20, below in which case Seller must refund the Earnest Money to Buyer and pay to Buyer in cash or certificates, the sum of $20,000 as liquidated damages; or (ii) initiate a civil action to compel Seller's specific performance of Seller's Obligations under this Agreement provided that Buyer commences such action within six (6) months of the date of Seller's default. In any such action for specific performance, Buyer may also recover Buyer's attorneys fees and costs. The remedies set forth in this Section 19(b) are Buyer's sole and exclusive remedies in the event of Seller's default. 1428339vRed V8 to V7; 11/1/02 8