Laserfiche WebLink
d. Governing Law. This Agreement and the attachments are to be construed and <br />enforced according to and governed by the laws of the State of Minnesota. <br />e. Counterparts. This Agreement may be executed in any number of counterparts, <br />all of which shall constitute a single agreement, any one of which bearing signatures of all <br />parties shall be deemed an original. <br />f. Time. Time is of the essence in the performance of this Agreement. <br />g. Entire Agreement. This Agreement contains the entire agreement of the parties <br />hereto on the matters covered herein. No other agreement, statement or promise made by any <br />party or by any employee, officer or agent of any party hereto that is not in writing and signed by <br />all the parties to this Agreement shall be binding. <br />h. No Joint Venture. The relationship between City and Subgrantee is solely that of <br />grantor and grantee and the relationship by and among City, and Subgrantee is not, nor shall it be <br />deemed to create, a partnership or joint venture in the Project. <br />i. Assignment. This Agreement may not be assigned by Subgrantee without the <br />prior written consent of City. <br />J. Permitted Transfers. Notwithstanding anything to the contrary contained in this <br />Agreement, it shall not constitute a default or event of default under this Agreement and the <br />consent of the City is not required, for: (a) the transfer of limited partner interests in the Owner <br />to an affiliate of the Investor Limited Partner in accordance with the terms of the Owner's <br />partnership agreement, as amended (the "Partnership Agreement"), (b) the transfer of ownership <br />interests in a limited parmer of the Owner, so long as the manager, managing member or general <br />parmer of such limited parmer is an affiliate of Investor Limited Parmer, (c) the removal of the <br />General Parmer for cause in accordance with the Partnership Agreement by Investor Limited <br />Partner and the replacement of the General Parmer with an affiliate of Investor Limited Parmer, <br />or (d) an amendment of the Partnership Agreement (i) memorializing the transfers or removal <br />described above or (ii) which does not materially and adversely affect the ability of the Owner to <br />perform the Owner's obligations under this Agreement. <br />[The remainder of this page has been left blank intentionally.] <br />10 <br />