Res. #19-016 - Authorizing Conveyance of Real Property to Midwest Best Water, Inc.

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With the knowledge and understanding of the explanation above, buyer and seller authorize and instruct Colliers International and its salesperson to act as dual agents in this transaction. Buyer Seller 15. 15.1 Seller Default If Seller defaults in the performance of this Agreement, Buyer may either t1 cancel this Agreement by written notice to Seller, in which this Agreement shall be deemed cancelled and of no further force and effect and the Earnest Money shall be immediately returned to Buyer or (ID if Buyer does not cancel this Agreement, Seller acknowledges the Property is unique and that money damages to Buyer in the event of default by Seller are inadequate and Buyer shall have the right to pursue specific performance to enforce performance of the terms of this Agreement, including reasonable attorneys' fees, incurred in the securing of such relief. The foregoing remedies are cumulative and not exclusive in nature, and shall not be construed to be in lieu of or to preclude Buyer's right to seek any other remedy available under this Agreement, at law or in equity. 15.2 Buyer Default If Buyer defaults in the performance of this Agreement, Seller's sole and exclusive remedy shall be to notify Buyer of saki default in accordance with applicable Minnesota Statutes, in which event Buyer shall have the opportunity to cur: such default within thirty (30) days after receipt of Seller's notice. If Buyer fails to timely cure such default within said thirtty (30) day period after receipt of Seller's notice, then this Agreement shag be deemed canceled and of no further force and effect, Title shag deliver any Earnest Money held by Title as of such date to Seller, and all such Earnest Money shall constitute liquidated damages, it being the understanding and agreement of the parties that it would be impractical or extremely difficult to determine the actual damages to Seller in the event of Buyer's default, and that said amount of Earnest Money is a reasonable estimate of the damages which Seller would incur as a result of Buyer's default hereunder. 18. Esc Mro r. Title is authorized and agrees by acceptance thereof to promptly deposit the Earnest Money as provided herein and to hold same in escrow and to disburse the same in accordance with the terms and conditions of this Agreement. If Buyer and Seger execute any separate escrow instructions or an escrow agreement with Title, then in the event of a conflict between the terns of such escrow instructions or escrow agreement and the terms of this Agreement, the terms of this Agreement shall control. 17. Sla Intentionally Deleted 18. Accsotance. This Agreement, when duty executed and delivered by all of the parties hereto, shag be binding upon the parties hereto, their heirs, legal administrators, representatives, successors and assigns. 19. Calculation of Time Periods. Unless otherwise specifically provided herein, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the lest day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday under the laws of the State of Minnesota, in which event the period shag run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of such period shag be deemed to end at 5:00 p.m., Central Tins. Further, V the date for payment or performance of any obligation hereunder fags on a Saturday, Sunday or legal holiday under the taws of the State of Minnesota, than the time for payment or performance shall be extended until the next day which is neither a Saturday, Sunday or legal holiday. 20. Attorneys' Fees. If any dispute arises between the parties regarding this Agreement or the subject matter thereof, the prevailing party in any court action, administrative proceeding or alternative dispute resolution commenced or maintained to resolve such dispute, shall be entitled to an award of reasonable attorneys' fees, disbursements and court cosis in addition to any other remedy to which the parties are entitled. 21. 1031 Exchange. Intentionally -9-