Agenda - Council - 12/09/2008 - Laserfiche WebLink

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9. .Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against- all or any part of the .Property, SELLER shall immediately give notice to BUYER of such fact and at BUYER's option (to be exercised within thirty days after SELLER's notice), this Agreement shall terminate, in which event neither party will have further obligations under this .Agreement and the, Earnest Money together with. any accrued interest, shall be refunded to BUYER. If BUYER shall fail to give such notice then there shall be no reduction in the Purchase Price, and SELLER shall assign to BUYER at the .Closing Date all of SELLER'S right, title and interest in and to any award made onto. be made in. the condemnation proceedings. Prior to the Closing Date, SELLER shall not designate counsel, appear in; or otherwise act with respect to the condemnation proceedings .without BUYER'S prior- written consent: Prior to the Closing Date, BUYER agrees that it shall not commence any eminent domain proceedings against all or any part of the Property. 10. Broker's Commission. SELLER and BUYER represent and warrant to each other .that they have dealt with no brokers,. finders or the like in connection with this transaction, and agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable. attorney's fees. 11. Assignment. BUYER shall not assign its rights under this Agreement .before Closing without the prior written consent of SELLER.. Any such assignment will not relieve the BUYER of its obligations under this Agreement. 12. Survival. Except as otherwise specifically limited in this Agreement, all of the terms of this .Agreement will survive and be enforceable after the Closing. . 13. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to SELLER by delivering it personally to an officer of SELLER, or if it is directed to BUYER, by delivering it personally to an officer of BUYER,. or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to BUYER: City of Ramsey 7550 Sunwood Drive N.W. Ramsey, MN 55303 Attn: City Administrator With copy to: William K Goodrich Randall and Goodrich, P:L.C. 2140 4~' Ave North Anoka, Minnesota Telephone: 763-421-5424 E-mail: b~oodnanokalaw.com 7 -30-