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The remedies set forth in this Section 20(b) are Buyer's sole and exclusive remedies in the event of Seller's. 21. Termination of this Agreement. Sections 6, 17, 19 and 20 allow Buyer to terminate this Agreement under certain conditions. Section 16 of this Agreement allows Seller to terminate this Agreement under certain conditions. The following procedures govern the Parties exercise of their termination rights (except that Seller's termination of this Agreement pursuant to Section 20(a) is governed by Minnesota Statutes Section 559.21 and not by this Section 21): a. A Party intending to terminate this Agreement pursuant to one of the above -referenced Sections (the "Terminating Party") must notify the non -terminating Party (the "Non -Terminating Party"), in writing and in accordance with Section 24, of the Terminating Party's intent to terminate this Agreement. b. The Terminating Party's notice must recite the Section of this Agreement that authorizes the Terminating Party's termination of this Agreement and must describe the facts and circumstances which the Terminating Party asserts justify termination under the referenced Section. c. The Terminating Party's notice of termination will be effective as of the date the Terminating Party deposits the notice of termination with the United States Postal Service, with all necessary postage paid, for delivery to the Non -Terminating Party via certified mail, return receipt requested at the address set forth in Section 24. If the Terminating Party delivers a notice of termination in a different manner than described in the preceding sentence, the notice of termination will be effective as of the date the Non - Terminating Party actually receives the notice of termination. The Terminating Party must also mail a copy of the notice of termination to the Parties respective attorneys as provided for in Section 24 below. d. If the Non -Terminating Party disputes the Terminating Party's right to terminate this Agreement, the Non -Terminating Party must so notify the Terminating Party, in writing, within five (5) business days of the Non -Terminating Party's receipt of the Terminating Party's notice of termination. e. If the Non -Terminating Party does not dispute the Terminating Party's right to terminate the Agreement, Buyer must execute and delivery to Seller a recordable termination of this Agreement or quit claim deed conveying the Property to Seller, and upon Buyer's delivery of the recordable termination or quit claim deed to Seller, Seller must direct Title to disburse the Earnest Money to Buyer. f. If the Parties dispute the validity of an attempted termination of this Agreement, either Party may initiate a civil action in a court of competent jurisdiction to determine the status of this Agreement, and the Party that prevails in any such action is entitled to recover the costs and reasonable attorneys' fees which such Party incurs in the action from the non -prevailing Party. -12- 2707737v11 09/27/11