07-23-2003 Council Agenda - Laserfiche WebLink

Home Browse Search

this Section 14(a) at any time on or before the Date of Closing. The procedures for Seller's exercise of the contingencies are set forth in Section 17 below. b. Buyer's Contingencies. Buyer's obligations under this Agreement are contingent on: (i) Seller's performance of its obligations under the development agreement between Seller and The Lodge at Little Canada LLC dated November 22, 2002; and (ii) Buyer's acquisition, on or before the August 1, 2003, of all rezoning, subdivision, site plan /design approvals, variances, conditional use permits, operating permits, building permits or other federal, state or local approvals or permits necessary for Buyer's intended use of the rear portion of the Property as a part of the "Project ", as defined in the Development Agreement (collectively, "Permits "). Buyer must use Buyer's best efforts to obtain the Permits on or before August 1, 2003. Buyer may exercise the contingency described in Section 14(b)(i) at any time on or before the Date of Closing. Buyer may exercise the contingency described in Section 14(b)(ii) at any time on or before August 1, 2003. Buyer is deemed to have waived the contingency described in Section 14(b)(ii), if Buyer does not exercise that contingency on or before August 1, 2003. The procedures for Buyer's exercise of the contingencies are set forth in Section 17 below. 15. 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. Notwithstanding the preceding two sentences, Buyer may assign this Agreement to an affiliate of Buyer without Seller's consent. An assignment of Buyer's rights under this Agreement to an affiliate of Buyer does not relieve Buyer from liability to Seller for the full performance of Buyer's obligations under this Agreement. 16. Default. Either Party's default in the performance of the Party's obligations under the Development Agreement is a default under this Agreement. 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 may terminate this Agreement pursuant to Minnesota Statutes, Section 559.21. The remedy set forth in this Section 20(a) is Seller's sole and exclusive remedy in the event of Buyer's default. 1455685v6 b. Seller's Default. If Seller defaults in the performance of any of Seller's obligations under this Agreement, Buyer may terminate this Agreement pursuant to Section 17 below or may commence an action in Ramsey County District Court to compel Seller's specific performance of Seller's obligations under this Agreement; provided, any such action for a specific performance must be commenced on or before • - 7