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Purchaser. Accordingly, Seller and Purchaser agree that the City's determination of the <br />amount of reimbursement to be made to Purchaser shall be final and binding on Seller <br />and Purchaser. <br /> <br /> d. The City agrees to use reasonable efforts to provide to Purchaser, by <br />facsimile and by U.S. mail, written notice of all meeting time, dates, locations and <br />agendas of the Ramsey Town Center Review Board, and Purchaser shall be entitled to <br />attend and participate in all such Review Board meetings; provided, however, the City <br />shall have no liability for failure to provide such notice and the failure to provide such <br />notice shall not prejudice the effectiveness of any action taken at any such meetings. <br /> <br />Purchaser. <br /> <br />The City hereby consents to the conveyance of the Property from Seller to <br /> <br /> f. The City acknowledges and agrees that, except as specifically amended <br />herein, the Master Development Agreement is in full force and effect and has not been <br />modified or amended; and there are no defaults under the Master Development <br />Agreement or facts or circumstances which with the passing of time or giving of notice <br />would constitute a default on the part of either Seller or the City under the Master <br />Development Agreement. <br /> <br /> 5. Option Contract. The Option Contract sets forth the rights and obligations of: <br />Seller and Purchaser with respect to each other. In the event of any ambiguity or contradiction <br />between the terms of this Agreement and the Option Contract, the terms of the Option Contract <br />shall control. This Section 5 shall not be binding upon the City. <br /> <br />6. Miscellaneous Provisions. <br /> <br /> a. The terms, provisions, covenants, and agreements contained in this <br />Agreement shall apply to, be binding upon, and inure to the benefit of, the parties hereto <br />and their respective legal representatives, successors, and assigns, <br /> <br /> b. The paragraph headings used in this Agreement are for convenience <br />purposes only, and shall not be used in the interpretation of this Agreement. <br /> <br /> c. Failure of a party to insist in any one or more instances upon the <br />performance of any of the covenants, agreements, and/or conditions of this Agreement, or <br />to exercise any right or privilege herein conferred shall not be construed as a waiver of <br />any such covenant or condition. <br /> <br /> d. This Agreement cannot be varied except by written agreement executed by <br />Seller, Purchaser and the City. <br /> <br /> e. If any items, terms, or provisions contained in this Agreement are in <br />conflict with any applicable Federal, state, or local laws, this Agreement shall be affected <br />only as to its application to such items, terms, or provisions, and shall in all other respects <br />remain in full force and effect. <br /> <br />2408159v5 6 <br /> <br /> <br />