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I l. Assi mneuL No party roay assign its rights u��der this Agreement beCore or after the liable for damages or spacific perConnance. IC Seller deFaults under this Agreement, the
<br /> Closing withoul tl�e prior written approval of the other and all othcr required approvals; Eaznest Money plus any interest accrued thereon,shall be retumed to f3uyer or Buyer shall
<br /> provided,however tl�at Buyer shall be permitted to assign its interest to a limitcd paitnership be entided to seek specific perCormance of Buyer's obligations under this Agreement.
<br /> to be fonned wiLhout the consent of Seller.
<br /> Develo ment Coo eration. From and a[ter the execution of this Agreement, Seller shall, at the
<br /> 12. Survival. All of the tenns of this Agreement and warranties aud representations l�erein reyuest oC Buyer and at no cost to Seller, reasonably cooperate with Buyer (including,
<br /> contaioed shall survive and be enForceable six(6)months aIler the Closing. without limitation,joinii�g in the execution of tl�e materials described in this Sec(ion 16)in
<br /> connection with (i) applications, agreements, amendments, approvals and aunexatiou
<br /> 13. Nolices. Any notice required oc permitted hereunder shal] be given by personal delivery agreements relating to, among other things, zoning, site plan, planned development,
<br /> upon an authorized represe��tative of a party hereto; or iC roai]ed in a sealed wrapper by subdivision, protective cove�auts, utility and other development matlers to permit the
<br /> U��ited States registered or certified mail, return receipt requested, postage prepaid; or if development of the Property ii�accordauce with Buyer's proposed developmeut plans,and
<br /> transmitted by facsimile copy followed by mailed notice; or if deposited cost paid with a (ii)any requirements of local,state or federal governments,or any agency thereof,or any
<br /> nationally recognized,reputable overnight courier,properly addressed as follows: public utility, relating to the proposed development of the Property. "Chis provision shall
<br /> survive Closing.
<br /> If to Buyer: ConunonBond Acquisi[ion,LLC
<br /> 328 West Kellogg Boulevard IC. Confidentialitv. Unless and until (i) this Agreemeut is terminated by Seller for Buyer's
<br /> SL Paul,MN 55102 nonperfonnance,or(ii)the Closing l�as occurred,Seller shall not disclose the terms of this
<br /> nttn: Vice President of Business Development Agreement,including,but not limited to,the sale price,to aiiy third party(excluding Seller's
<br /> counsel and employees).
<br /> If to Seller: City of Orono
<br /> 2750 Kelley Parkway Further Assurances. The parties each agree to do, execute, acknowledge aud deliver any and a11
<br /> Crystal Bay,MN 55323 other documents and instruments aud to take all such further action before or after the
<br /> Attn: Closing as shall be necessary or desirable to fully carry out this Agreement and to fully
<br /> consummate and effect Ll�e transaction conlemplaled hereby.
<br /> Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit,
<br /> as aforesaid; provided,however,tliat if notice is given by deposit,the tinie for response to Counteroarts. This Agreement and any document or instrument executed pursuant hereto may be
<br /> any notice by the other party shall commence to run one business day ailer any such deposit. executed in any mm�ber of counteiparts,each of which shall be deemed au original,but all
<br /> Any party may change its address for tlie service of notice by giving notice of such change of which togetlier s6all constitute one and the same instniment.
<br /> ten(10)days prior to the effective date of such change.
<br /> 14. Miscellaneous. l�he paragraph headings or captions appearing in this Agreement are for
<br /> convenience only, are not a parL of this Agreement, aud are not to be considered in /Signa[ure Pnge Fo11oti>>sJ
<br /> interpreting this Agreement. This written Agrcement constiWtes the coroplete agreement
<br /> between the parties and supersedes any prior oral or written agreements between the parties
<br /> regardiug the Property. There are no verbal agreements diat chat�ge this Agreement,aud no
<br /> waiver of any of its terms will be effective uniess in writi��g executed by the parties. This �
<br /> Agreement binds and benefits the parties and their successors and assigns. Tt�is Agreement
<br /> has been made under the laws of tlie State of Miunesota and such laws will eontrol i[s
<br /> interpretation.
<br /> 15. Remedies. IF 13uyer defaulis under this Agreement,Seller shall have the right to termivate
<br /> this Agreement by giving written notice to I3uyer. If Buyer fails ro cure such default within
<br /> thirty (30) days of tlie date of such notice,this Agreement will terminate, and upou such
<br /> termination Seller may retain the Garnest Money plus any iuterest accrued thereon as
<br /> liquidated damages. 'Che termination oC this Agreement and retainage of the Earnest Nloney
<br /> will be tlie sole remedy available to Seller for such default by Buyer,and Buyer will not be
<br />
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