Agenda - Economic Development Authority - 02/05/2015

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B. The terms of this Section 27 shall survive the closing of the transaction contemplated herein. 28. REMEDIES. A. Seller Default In the event Seller defaults under this Agreement and such default is not cured within 15 days after the date Buyer provides Seller written notice specifying such default, Buyer, as its sole and exclusive remedy, may either (a) seek specific performance of this Agreement provided such action is commenced within sixty (60) days after Seller's 15 -day cure period, or (b) terminate this Agreement and receive a refund of all Earnest Money and any accrued interest thereon. In no event shall Seller be liable to Buyer for damages under this Agreement, or liable to Buyer for other costs and expenses incurred by Buyer in its investigation of the Premises. B. Buyer Default If Buyer defaults in the performance of this Agreement, Seller's sole and exclusive remedy shall be to cancel this Agreement by delivering written notice of such default to Buyer (" Seller's Default Notice "), in which event Buyer shall have the opportunity to cure such default within 4 15 days after receipt of Seller's Default Notice, and if Buyer fails to timely cure such default after receipt of Seller's Default Notice, then this Agreement shall be deemed canceled without further action between the parties and the Escrow Agent shall deliver all of the Earnest Money to Seller as liquidated damages, it being the understanding and agreement of the parties that it would be impractical or extremely difficult to determine the actual damages to Seller in the event of Buyer's default, and that the Earnest Money is a reasonable estimate of the damages which Seller would incur as a result of Buyer's default hereunder. 29. ESCROW. Title One, Inc., 7533 Sunwood Drive N.W., Suite 207, Ramsey, Minnesota, ( "Escrow Agent ") Escrow Agent is authorized and agrees by acceptance thereof to promptly deposit the Earnest Money as provided herein and to hold same in escrow and to disburse the same in accordance with the terms and conditions of this Agreement. The sole duties of Escrow Agent regarding the Earnest Money shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting upon any written notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties to this Agreement. Escrow Agent shall have no duty or liability to verify any such written notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If Buyer and Seller execute any separate escrow instructions or an escrow agreement with Escrow Agent, then in the event of a conflict between the terms of such escrow instructions or escrow agreement and the terms of this Agreement, the terms of this Agreement shall control. Escrow Agent shall also execute this Agreement solely for the purpose of acknowledging its agreement with and understanding of the terms of this Section 29 and the other provisions of this Agreement Page 11 of 16