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<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 />s retention of the Earnest Money, unless Buyer defaults under <br />Section 7 or 12 of this Agreement, in which case Seller may retain the Earnest <br />money or suspend the performance of its obligations under this Agreement and <br />commence an action in Anoka County District Court to recover its actual damages <br />arising from the default. <br /> <br />b. If Seller fails to perform any of the terms or conditions of this Agreement within <br />the specified time limits, Buyer may, as its sole remedy, declare this Agreement <br />terminated in which case Escrow Agent and, if applicable, Seller, shall refund the <br />Earnest Money (both the Initial Disbursement and the Remaining Earnest Money) <br />to Buyer, or, in the alternative, Buyer may have this Agreement specifically <br />enforced and recover any incidental damages. Buyer waives all claims for <br />hereunder. <br /> <br /> <br />23.WAIVER. <br /> 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 /> <br /> <br />24.SURVIVAL OF TERMS AND CONDITIONS. <br /> 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 /> <br /> <br />25.SEVERABILITY. <br /> 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 />any reason whatsoever, such illegality or invalidity shall not affect the legality or validity <br />of the remainder of the Agreement. <br /> <br /> <br />26.CONSTRUCTION. <br /> The Parties acknowledge that this Agreement was initially <br />prepared by Seller solely as a convenience and that all Parties and their counsel hereto <br />have read and full negotiated all the language used in this Agreement. The Parties <br />acknowledge that because all Parties and their counsel participated in negotiating and <br />drafting this Agreement, no rule of construction shall apply to this Agreement to construe <br />ambiguous or unclear language in favor of or against any Party. <br /> <br /> <br />27.COUNTERPARTS; DIGITAL COPIES. <br />This Agreement may be executed in any <br />number of counterparts and the signature pages of the separate counterparts combined <br />into a single copy of this Agreement which will then constitute a fully executed version <br />of this Agreement. A facsimile, .pdf file or digital copy of a signed counterpart or of an <br /> <br />assemblage of counterparts of this Agreement shall be deemed to be an original thereof. <br /> <br /> <br />28.CONSTRUCTION DEADLINE. <br />Buyer shall obtain a certificate of occupancy from the <br />City of Ramsey for the construction of a minimum of 60,000 SF manufacturing facility <br />910 <br />Page of <br /> <br /> <br />