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d. All other documents reasonably determined by RH. to be necessary to transfer the <br />City Property to R.H. free and clear of an encumbrances. <br />4. R.H.'S CLOSING DOCUMENTS. On the Closing Date, R.H. will execute, and/or <br />deliver to CITY a cashier's check made payable to CITY for the Purchase Price., and if necessary, <br />any additional legal documents required to convey the Access Rights <br />5. CONTROLLING LAW. This Agreement shall be governed by and interpreted in <br />accordance with the laws of the State of Minnesota. <br />6. MODIFICATION. This Agreement cannot be altered, amended, changed, waived, <br />terminated or modified in any respect or particular unless the same shall be in writing and signed by <br />or on behalf of the parties hereto. Waivers of any term or condition of this Agreement must be in <br />writing signed by the party against whom such waiver is sought to be enforced. This Agreement <br />contains the entire understanding between CITY and R.H. with respect to the transaction <br />contemplated and any and all prior agreements, whether oral, written, express or implied, are <br />superseded hereby and merged herein. <br />7. BINDING EFFECT. This Agreement binds and benefits the parties and their <br />successors and assigns. <br />8. HEADINGS. Descriptive headings are for convenience only and shall not control or <br />affect the meaning or construction of any provision of this Agreement. <br />CITY OF RAMSEY, a Minnesota RIVER'S BEND HOLDINGS, LLC, <br />Minnesota a Limited Liability Company <br />Municipal Corporation <br />Thomas G. Gamec, Its Mayor Its <br />ATTEST: <br />SAA <br />. Norman, City Administrator <br />FINAL ACCEPTANCE: <br />0 <br />