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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. 19. Survival. The representations, warranties, covenants, agreements and indemnities set forth in this Agreement all remain operative and will survive Closing and the execution and delivery of the deed and will not be merged therein. 20. Assignment. The terms and conditions of this Agreement are binding on the successors and assigns of both parties hereto. Buyer may not assign Buyer's rights or obligations under this Agreement without Seller's consent which consent Seller may grant or withhold in Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer may, upon notice to, but without the consent of, Seller, assign Buyer's rights under this Agreement to an entity owned by or under common ownership with Buyer, but such an assignment shall not relieve Buyer from liability for the performance of Buyer's obligations under this Agreement. 21. Notice. All notices provided for in this Agreement must be in writing, except that Buyer may deliver a notice contemplated by Section 13 to Seller via e-mail. If a notice is sent by mail, it is not effective until the date two days after the Party sending the 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 a 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. A Party sending a notice must also deliver a copy of the notice to the Parties' respective attorneys via first class United States mail or via e-mail at the addresses set forth below: Seller's Attorney: Buyer's Attorney: 22. Miscellaneous. Thomas L. Bray Briggs and Morgan, P.A. 2200 IDS Center 80 South Eighth Street Minneapolis, MN 55402-2157 Telephone: (612) 977-8650 Fax: (612) 977-8288 E-Mail: tbray@briggs.com 4937063v3 C-13