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consequential damages against Seller based on Seller’s breach or alleged default <br />hereunder. <br />23. 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 />24. 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 /> <br />25. 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 />any reason whatsoever, such illegality or invalidity shall not affect the legality or validity <br />of the remainder of the Agreement. <br /> <br />26. CONSTRUCTION.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 />27. COUNTERPARTS; DIGITAL COPIES. 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 />assemblage of counterparts of this Agreement shall be deemed to be an original thereof. <br /> <br /> <br />28. TIME PERIODS. The time for performance of any obligation or taking any action <br />under this Agreement shall be deemed to expire at 5:00 p.m. Central Time on the last day <br />of the applicable time period provided for in this Agreement. If the time for the <br />performance of any obligation or taking any action under this Agreement expires on a <br />Saturday, Sunday or legal holiday, the time for performance or taking such action shall be <br />extended to the next succeeding day which is not a Saturday, Sunday or legal holiday. <br /> <br />29. PLATTING & DEVELOPMENT AGREEMENT. Buyer must be in the process of <br />obtaining an approved final plat, development agreement, and building exterior visual <br />renderings with the City of Ramsey for its intended project before Closing. The <br />Development Agreement and Site Plan must comply with all local zoning ordinances and <br />design standards. <br /> <br />30. CONTINGENCIES. Buyer must have closed on (INSERT LEGAL <br />DESCRIPTION) (the “Paxmar Property”) prior to closing on the Property. <br /> <br />Page 10 of 13 <br /> <br />