Agenda - Economic Development Authority - 08/10/2023

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23. 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 11 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: (i) declare this Agreement terminated in which case Escrow Agent and, if applicable, Seller, shall refund the Earnest Money to Buyer, and Seller shall reimburse Buyer for all reasonable costs incurred by Buyer, prior to the Seller's breach, in its inspection of the Property and preparation for closing, including any costs incurred by Buyer in seeking governmental approvals or development plans, and all reasonable attorneys' fees, or (ii) Buyer may have this Agreement specifically enforced and recover any incidental damages. 24. WAIVER. Failure of Seller or Buyer to insist upon the performance of any of the covenants, agreements and/or conditions of this Agreement or to exercise any right or privilege herein shall not be deemed a waiver of any such covenant, condition or right. 25. SURVIVAL OF TERMS AND CONDITIONS. The terms and conditions of this Agreement shall survive and be in full force and effect after the delivery of the deed for a period of six (6) months. 26. SEVERABILITY. Each provision of this Agreement shall apply to the extent permitted by applicable law and is intended to be severable. If any provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of the Agreement. 27. CONSTRUCTION. The Parties acknowledge that this Agreement was initially prepared by Seller solely as a convenience and that all Parties and their counsel hereto have read and full negotiated all the language used in this Agreement. The Parties acknowledge that because all Parties and their counsel participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement to construe ambiguous or unclear language in favor of or against any Party. 28. COUNTERPARTS; DIGITAL COPIES. This Agreement may be executed in any number of counterparts and the signature pages of the separate counterparts combined into a single copy of this Agreement which will then constitute a fully executed version -11- Error! Unknown document property name.