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d. Full Agreement. The Parties acknowledge that this Agreement represents <br />the full and complete agreement of the Parties relating to the purchase and <br />sale of the Property and all matters related to the purchase and sale of the <br />Property. This Agreement supersedes and replaces any prior agreements, <br />either oral or written; and any amendments or modifications to this <br />Agreement must be in writing and executed by both Parties to be effective. <br />e. Governing Law. This Agreement has been made under the laws of the <br />State of Minnesota and such laws control its interpretation. <br />f. Counterparts, Electronic Copies as Originals and Delivery. This <br />Agreement may be executed in one or more counterparts, each of which <br />will be deemed to be an original, but all of which together shall constitute <br />one in the same instrument. The parties agree that an executed copy of <br />this Agreement that is delivered by electronic means including, but not <br />limited to, facsimile or e-mail is effective and binding to the same extent <br />as personal delivery of an original by the party to be bound. <br />g. <br />Partial Invalidity. If any part of this Agreement or any part or any <br />provision thereof shall be adjudicated to be void or invalid, then the <br />remaining provisions hereof not specifically so adjudicated to be invalid <br />shall be executed without reference to the part or portion so adjudicated, <br />insofar as such remaining provisions are capable of execution. <br />h. Headings. The headings of the paragraph and subparagraphs of this <br />Agreement are for convenience and reference only, and do not form a part <br />hereof and in no way interpret or construe such paragraphs and <br />subparagraphs. <br />J. <br />Words Interchangeable. Words of pronoun shall be interchangeable <br />with respect to gender and singular or plural as the context of application <br />requires. If two or more parties are referred to collectively under <br />designation, the liability of each shall be joint and several. <br />Execute Necessary Documents. Each of the parties shall execute any and <br />all instructions, releases, assignments and consents which may be <br />reasonably required in order to carry out the provisions of this Agreement. <br />k. No Agency. Nothing herein shall be construed in such a manner so as to <br />constitute one party to be an agent or representative of the other and <br />neither shall hold itself out as such. <br />1. No Actions on Behalf of Other. Neither party shall make any warranty <br />or representation, or incur any obligation, liability or indebtedness on <br />behalf of the other. <br />m. Waiting Required. No amendment, modification or waiver of any <br />condition, provision or term of this Agreement shall be valid or of any <br />9885655v2 10 <br />