07-23-2003 Council Agenda - Laserfiche WebLink

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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 with respect to the Property 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 16(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 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 within six (6) months of Seller's breach. In any such action for a specific performance Buyer is entitled to recover Buyer's reasonable attorney's fees and costs. The remedy set forth in this Section 16(b) is Buyer's sole and exclusive remedy in the event of Seller's default. 17. Termination of this Agreement. Sections 14(b) and 16(b) of this Agreement allow Buyer to terminate this Agreement under certain conditions. Section 14(a) allows Seller to terminate this Agreement under certain conditions. Seller's termination of this Agreement pursuant to Section 16(a) is governed by Minnesota Statutes Section 559.21 and not this Section 17. Except for Seller's termination of this Agreement pursuant to Minnesota Statutes Section 559.21, the following procedures govern a Party's exercise of its termination rights. a. If a Party desires to terminate this Agreement pursuant to one of the above - referenced Sections, that Party (the "Terminating Party ") must notify the other Party (the "Non- Terminating Party "), in writing, of the Terminating Party's intent to terminate this Agreement. b. The Terminating Party's notice must recite the section of this Agreement that authorizes the Terminating Party's termination of this Agreement and must describe the facts and circumstances that justify termination under the referenced Section of this Agreement. c. The Terminating Party must deliver its termination notice in the manner set forth in Section 19, and the effective date of the Terminating Party's termination notice is determined pursuant to the provisions of Section 19. d. If the Non - Terminating Party disputes the Ter urinating Party's right to terminate this Agreement, the Non - Terminating Party must so notify the Terminating Party, in writing, within five (5) business days of the Non - Terminating Party's receipt of the Terminating Party's notice of termination. 455685v2