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DocuSign Envelope ID: 1 D7DF6CE-1 FE8-46C2-846A-D23B59B6B176 <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 /> 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 Deposit and the Remaining Earnest Money)to <br /> Buyer, or, in the alternative, Buyer may have this Agreement specifically <br /> enforced and recover any incidental damages. Buyer waives all claims for <br /> 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 /> 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 /> 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 /> 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 /> 28. CONSTRUCTION DEADLINE. Buyer shall obtain a certificate of occupancy from the <br /> City of Ramsey for the construction of minimum 60 unit- 4 story hotel with pool <br /> compliant with COR Zoning requirements to be further defined by an approved Site Plan <br /> a year after closing. At Closing, a"Right of Re-Entry Agreement"must be executed and <br /> recorded to the Property providing that,in the event the above deadline is not met, Seller <br /> has the right to reclaim title to the parcel(s) for which a certificate of occupancy was not <br /> obtained. <br /> 2636471.v4 Page 9 of 12 <br />