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d. The City Council of the City granting final approval of the Final Plat. e. Buyer's acquisition of or determination that Buyer will be able to acquire all rezoning, subdivision, site plan approvals, variances, conditional use permits, building permits, or other municipal approvals necessary for Buyer's intended development of the Property as assisted living and memory care apartments.. 15. Seller's Contingencies. Buyer's obligations under this Agreement are contingent on The City Council of the City granting final approval of the Final Plat. If the City Council of the City does not grant final approval of the Final Plat on or before the actual date of closing, Seller may terminate this Agreement pursuant to the provisions of Section 18. 16. Condemnation. If a public or private entity with the power of eminent domain commences condemnation proceedings against all of any part of the Property, Seller must immediately notify Buyer, and either Seller or Buyer may, at Buyer's sole option, terminate this Agreement pursuant to Section 1 below. The Parties will have twenty (20) days from the effective date of Seller's notice to Buyer to exercise their termination right. If neither Party terminates this Agreement within said twenty (20) day period, the Parties must fully perform their obligations under this Agreement, with no reduction in the Purchase Price, and Seller must assign to Buyer, on the Date of Closing, all of Seller's right, title and interest in any award made or to be made in the condemnation proceedings. Seller may not designate counsel, appear or otherwise act with respect to any such condemnation proceedings without Buyer's prior written consent unless Buyer fails to respond within seven (7) days to a request for such written consent. 17. Default. If Seller, the City or Buyer default 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 or if one or more of the representations of Buyer in Section 12(a) is inaccurate as of the Effective Date, Seller has the right to: i Terminate this Agreement pursuant to Minnesota Statutes, Section 559.21 and retain the Earnest Money; or ii If Buyer defaults in the performance of one or more of Buyer's obligations under Section 12(b)(i) or 12(b)(ii), Seller may commence an action in Anoka County, District Court to recover damages and, at Seller's option, to obtain an order compelling Buyer's specific performance of Buyer's obligations under Section 12(b)(i) or Section 12(b)(ii), as applicable. In any such action, Seller may also recover Seller's reasonable attorney's fees and costs. The remedies set forth in this Section 17(a) are Seller's sole and exclusive remedies in the event of Buyer's default or a misrepresentation by Buyer. C-11 4937063v3