Agenda - Economic Development Authority - 08/10/2017

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Broker, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorney's fees. 17. ASSIGNMENT. This Agreement may not be assigned without, the express written consent of the non -assigning Party. The Seller will not unreasonably withhold Buyer's ability to reassign this Agreement. Seller acknowledges that Buyer intends to reassign this Agreement to a newly formed Minnesota limited liability company. 18. THIRD PARTY BENEFICIARY. There are no third party beneficiaries of this Agreement, intended or otherwise. 19. JOINT VENTURE. Seller and Buyer, by entering into this Agreement and completing the transactions described herein, shall not be considered joint ventures or partners. 20. CAPTIONS. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 21. ENTIRE AGREEMENT / MODIFICATION. This written Agreement, and the related Development Agreement, if any, constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver or modification of any of its terms will be effective unless in writing executed by the parties. In the event the terms of this Agreement conflict with the terms of the Development Agreement, the latter shall control. 22. BINDING EFIECT. This Agreement binds and benefits the Parties and their successors and assigns. 23. CONTROLLING LAW. This Agreement is made under the laws of the State of Minnesota and such laws will control its interpretation. 24. REMEDIES. a. If Buyer fails to perform any of the terms or conditions of this Agreement within the specified time limits, Seller may declare this Agreement terminated pursuant to Minnesota Statutes section 559.21. Seller's sole remedy in the event of Buyer's default is retention of the Earnest Money, unless Buyer defaults under Section 7 or 12 of this Agreement, in which case Seller may retain the Earnest money or suspend the performance of its obligations under this Agreement and commence an action in Anoka County District Court to recover its actual damages arising from the default. b. If Seller fails to perform any of the terms or conditions of this Agreement within - the specified time limits, Buyer may, as its sole remedy, declare this Agreement Page 9 of 13