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c. 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 three (3) business days of the Non -Terminating Party's receipt of the Terminating Party's notice of termination. d. If the Non -Terminating Party does not dispute the Terminating Party's right to terminate the Agreement, the Parties must execute an instrument evidencing the Termination of this Agreement. e. 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. 15. Time. Time is of the essence for all provisions of this Agreement. 16. Survival of Terms. The Parties' obligations under this Agreement and the representations and warranties which the Parties have recited in this Agreement will survive Seller's delivery of a deed to Buyer and the closing of this transaction. 17. Notices. All notices provided for in this Agreement must be in writing. The notice will be effective as of the date two (2) days after the Party sending such notice deposits the notice with the United States Postal Service with all necessary postage paid, for delivery to the other Party via certified mail, return receipt requested, at the address set forth in Section 1 above. If Party delivers a notice provided for in this Agreement in a different manner than described in the preceding sentence, notice will be effective as of the date the other party actually receives the notice. The Party sending the notice must also mail a copy of the notice to the Parties' respective attorneys via certified mail, return receipt requested at the addresses set forth below: Attorney for Buyer: Attorney for Seller: Briggs and Morgan, P.A. 2200 IDS Center 80 South Eighth Street Minneapolis, MN 55402-2157 Attention: Thomas L. Bray Hanft Fride PA 130 W. Superior St. Suite 100 Duluth, MN 55802-2094 Attention: Frederick A. Dudderar, Jr. 18. Full Agreement. The Parties acknowledge that this Agreement and the Settlement Agreement represent the full and complete agreement of the Parties relating to the purchase and sale of the Property and all matters related to the purchase and sale of the Property. This Agreement and the Settlement Agreement supersede and replace any prior agreements, 2303766v8 11.