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consequential damages or punitive damages. BUYER shall have no right <br />to seek rescission of the conveyance. <br /> <br /> 16. NOTICES. All notices required herein shall be in writing and delivered <br />personally or mailed to the address as shown above and, if mailed, are effective as of the <br />date of mailing. <br /> <br /> 17. BROKERS. Each party represents that they are not obligated to any real <br />estate or business broker as a result of this transaction. Each party hereby indemnifies the <br />other for any broker's or agent's fees. <br /> <br /> 18. CONTINGENCY. BUYER'S purchase funds are from a Metropolitan <br />Council RALF loan. Final approval from the Metropolitan Council has not been received <br />by BUYER as of the date of this Agreement. This Agreement is therefore contingent <br />upon BUYER'S receipt, prior to the Closing Date of final approval of the Metropolitan <br />Council that it will fund BUYER'S purchase and provide the Purchase Price to BUYER <br />on or before the Closing date. In the event said approval is not granted, this Agreement <br />will be null and void and the earnest money paid herein will be refunded to BUYER. In <br />addition, this Agreement is contingent upon its final approval by the Ramsey City <br />Council as to its terms and conditions. In the event said final approval is not given by the <br />Ramsey City Council on or before May 31, 2006, this Agreement shall be null and void. <br /> <br /> 19. MINNESOTA LAW. This Agreement shall be governed by the laws of <br />the State of Minnesota. <br /> <br />20. MISCELLANEOUS. <br /> <br /> a. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS <br />AGREEMENT. <br /> <br /> b. If any part of this agreement or any part or any provision thereof <br />shall be adjudicated to be void or invalid, then the remaining provisions hereof <br />not specifically so adjudicated to be invalid shall be executed without reference to <br />the part or portion so adjudicated, insofar as such remaining provisions are <br />capable of execution. <br /> <br /> c. The headings of the paragraph and subparagraphs of this <br />agreement are for convenience and reference only, and do not form a part hereof <br />and in no way interpret or construe such paragraphs and subparagraphs. <br /> <br /> d. Words of pronoun shall be interchangeable with respect to gender <br />and singular or plural as the context of application requires. If two or more parties <br />are referred to collectively under designation, the liability of each shall be joint <br />and several. <br /> <br />e. Each of the parties shall execute any and all instructions, releases, <br /> <br />9 <br /> 121131046v3 820716 4/20/06 <br /> <br /> <br />