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20. ENTIRE AGREEMENT / MODIFICATION. This written Agreement, and the related <br />Development Agreement, if any, constitutes the complete agreement between the parties <br />and supersedes any prior oral or written agreements between the parties regarding the <br />Property. There are no verbal agreements that change this Agreement and no waiver or <br />modification of any of its terms will be effective unless in writing executed by the parties. <br />In the event the terms of this Agreement conflict with the terms of the Development <br />Agreement, the latter shall control. <br />21. BINDING EFFECT. This Agreement binds and benefits the Parties and their <br />successors and assigns. <br />22. CONTROLLING LAW. This Agreement is made under the laws of the State of <br />Minnesota and such laws will control its interpretation. <br />23. REMEDIES. <br />a. If Buyer fails to perform any of the terms or conditions of this Agreement within <br />the specified time limits, Seller may declare this Agreement terminated pursuant <br />to Minnesota Statutes section 559.21. Seller's sole remedy in the event of <br />Buyer's default is retention of the Earnest Money (including Additional Earnest <br />Money previously paid, if any), unless Buyer defaults under Section 7 or 12 of <br />this Agreement, in which case Seller may retain the Earnest Money or suspend the <br />performance of its obligations under this Agreement and commence an action in <br />Anoka County District Court to recover its actual damages arising from the <br />default. <br />b. If Seller fails to perform any of the terms or conditions of this Agreement within <br />the specified time limits, Buyer may, either (i) declare this Agreement terminated <br />in which case Escrow Agent shall refund the Earnest Money (including the <br />Additional Earnest Money) to Buyer and recover from Seller up to $300,000 of <br />out of pocket expenses incurred by Buyer in connection with this Agreement and <br />Buyer's proposed purchase and development of the Property, or (ii) may have this <br />Agreement specifically enforced. <br />24. WAIVER. Failure of Seller or Buyer to insist upon the performance of any of the <br />covenants, agreements and/or conditions of this Agreement or to exercise any right or <br />privilege herein shall not be deemed a waiver of any such covenant, condition or right. <br />25. SURVIVAL OF TERMS AND CONDITIONS. The terms and conditions of this <br />Agreement shall survive and be in full force and effect after the delivery of the deed, and <br />shall not be deemed to have merged therein. <br />26. SEVERABILITY. Each provision of this Agreement shall apply to the extent permitted <br />by applicable law and is intended to be severable. If any provision is illegal or invalid for <br />