2022-09-14 City Council Packet - Laserfiche WebLink

Home Browse Search

Centerville Schifsky PA version 09092022-2 for Council Packet to the Buyer on the Date of Closing. 13. REMEDIES. If Buyer defaults under this Agreement and fails to cure such default within the time period allowed by Minn. Stat. § 559.21, subd. 4(a) (30 days), this Agreement will terminate, and upon such termination, Seller will retain the Earnest Money as liquidated damages. The termination of this Agreement and the retention of the Earnest Money will be the sole remedy available to Seller for such default by Buyer, and Buyer will not be liable for damages or specific performance. If Seller defaults under this Agreement, Buyer may; (i) terminate this Agreement; and, (ii) seek and recover specific performance, provided, that such action for specific performance is commenced within two (2) months after such cause of action arises; provided, however, that if for any reason outside the control of Buyer the remedy of specific performance is not available to Buyer or would be an inappropriate and ineffective remedy under the circumstances, such as would be the case in the instance of default in its obligation to deliver good and marketable title to the Real Property, Buyer may seek recovery from the Seller of all costs and expenses incurred in connection with the negotiation of this Agreement and the proposed acquisition of the Real Property. 14. CONDEMNATION. If, prior to the Closing Date, (a) all or any part of the Real Property is condemned or appropriated by public authorities or any party exercising the right of eminent domain, or is threatened thereby, or (b) access to the Real Property is reduced or restricted by condemnation or appropriation by public authorities or any party exercising the right or eminent domain, or is threatened thereby, Seller shall immediately give written notice to Buyer of such fact and Buyer may, at its sole option (to be exercised within fifteen (15) days after (i) terminate this Agreement, in which event neither party will have any further obligations under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer, or (ii) close the transaction upon the terms and conditions contained herein and Seller shall assign to Buyer all of their right, title and interest in and to any award made or to be made in the condemnation proceedings. 15. POST CLOSING OBLIGATIONS. At any time and from time to time after the Closing Date, each party will upon request of another party, execute, acknowledge and deliver all such further and other assurances and documents, and will take such actions consistent with the terms of this Agreement, as may be reasonably requested to carry out the transactions contemplated herein and to permit each party to enjoy its rights and benefits hereunder. If requested by Buyer, Seller further agrees, subject to approval by the City Council, to prosecute or otherwise enforce in its own name for the benefit of Buyer, any civil claim, right or benefit transferred by this Agreement that may require prosecution or enforcement in Seller's name. Any prosecution or enforcement of claims, rights or benefits under this provision shall be solely at Buyer's expense, unless the prosecution or enforcement is made necessary by a breach of this Agreement on the part of the Seller. 16. ENTIRE AGREEMENT, MODIFICATION AND WAIVER. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as specifically set forth in this Agreement. No supplement, modification or waiver of this Agreement shall be binding unless it is executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement 14