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184949v1 3 (b) If notice is given and either party makes title marketable, then upon presentation to the other party of documentation establishing that title has been made marketable, and if not objected to in the same time and manner as the original title objections, the closing shall take place within ten (10) business days or on the scheduled Closing Date, whichever is later. (c) If notice is given and either party proceeds in good faith to make title marketable but the 60 day period expires without title being made marketable, the other party may declare this Agreement void by notice, neither party shall be liable for damages hereunder to the other. (d) If either party does not give notice of intention to make title marketable, or if notice is given but the 60 day period expires without title being made marketable due to the other party's failure to proceed in good faith, the exclusive remedy is rescission of this Agreement by notice as provided herein. (e) If title is marketable, or is made marketable as provided herein, and either party defaults in any of the agreements herein, the other party’s exclusive remedy is to cancel this Agreement as provided by statute and retain all payments made hereunder as liquidated damages. 6. CLOSING. Each transaction is contingent upon the successful closing of the other transaction. Unless terminated earlier or extended as provided herein, the date for closing the sale and purchase of the Properties (the “Closing”) shall be on a date mutually agreed to by the parties but not later than _________________, 2016. The Closing shall take place at the offices of the Title Company (as hereafter defined), or such other location as mutually agreed upon by the parties and may be completed through escrow of closing documents and funds with the Title Company. 7. BARKLEYS’ CLOSING OBLIGATIONS. On the Closing Date, the Barkleys shall execute and deliver to City: (a) The duly executed limited warranty deed to the Remnant Parcel conveying title to the City free and clear of all liens and encumbrances except the following items (allowable encumbrances): (i) Building and zoning laws, ordinances, state and federal statutes or other governmental regulations; (ii) Real estate taxes for which the City is responsible; (iii) Those items approved by the City pursuant to Section 5; and (iv) Reservation of any minerals or mineral rights in the State of Minnesota.