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Buyer shall have the right, without Seller's consent, but with prior written notice to Seller not later than five (5) days prior to the Closing Date, to assign this Agreement to an entity in which the direct or indirect owners of Buyer have a direct or indirect interest. 14.6 Complete Agreement. This Agreement contains the entire agreement of Seller and Buyer with respect to the subject matter hereof, and may not be varied, amended, or superseded except by written agreement between the parties hereto. 14.7 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Agreement a provision as close in meaning to such illegal, invalid or unenforceable provision as may be possible and be legal, valid, and enforceable. 14.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. 14.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original hereof, and all of which taken together shall constitute one and the same agreement. 14.10 Exhibits. All references in this Agreement to exhibits are references to exhibits attached to this Agreement, all of which are made a part of this Agreement for all purposes. If any exhibit attached to this Agreement contains blanks, the same, and any exhibits thereto, shall be completed correctly and in accordance with the terms and provisions contained in this Agreement prior to or at the time of execution and delivery thereof. 14.11 Days. Any reference to "day" or "days" in this Agreement shall, unless the context clearly requires otherwise, mean calendar days. Any reference to "business days" shall mean calendar days excluding Saturdays, Sundays, or legal holidays of the State of Minnesota. Any time period provided herein (whether relating to delivery of documents or other items, or relating to the inspection period, Closing or any other matter) which ends on a day which is not a business day shall be deemed to be extended to, and to end on, the next business day succeeding such day. Any reference to "Local Time" shall mean standard or daylight savings time then in effect in the time zone where the Property is located. 14.12 No Waiver. Neither the failure of either party to exercise any power given hereunder or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof constitutes a waiver of either party's right to demand compliance with the terms hereof. 14,13 No Joint Venture; Partnership. Seller and Buyer, by entering into this Agreement and the transactions contemplated hereby, shall not be considered joint venturers or partners. 14.14 Gender, Number and Language of Inclusion. As used in this Agreement, the singular shall include the plural and vice versa, the masculine, feminine and neuter adjectives shall include one another. 84959-004\1553027_4,doc 14