Agenda - Council - 06/11/2024 - Laserfiche WebLink

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obtaining the prior written consent of Seller; provided that no consent of Seller shall be required for an assignment of this Agreement to any Buyer "Affiliate" that assumes all obligations of the Buyer hereunder that accrue from and after the Effective Date of the assignment in an instrument that may be enforced at law by Seller and in which notice of the occurrence and effect of such assignment is delivered to Seller together with a copy of such agreement of assumption. As used herein, the term "Affiliate" means an entity that directly controls, or is controlled by, or is under common control with, the assignor. 16. THIRD PARTY BENEFICIARY. There are no third -party beneficiaries of this Agreement, intended or otherwise. 17. JOINT VENTURE. Seller and Buyer, by entering into this Agreement and completing the transactions described herein, shall not be considered joint ventures or partners. 18. CAPTIONS. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 19. ENTIRE AGREEMENT / MODIFICATION. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver or modification of any of its terms will be effective unless in writing executed by the parties. 20. BINDING EFFECT. This Agreement binds and benefits the Parties and their successors and assigns. 21. CONTROLLING LAW. This Agreement is made under the laws of the State of Minnesota and such laws will control its interpretation. 22. REMEDIES. a. If Buyer falls 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, as its sole remedy, declare this Agreement terminated in which case Escrow Agent and, if applicable, Seller, shall refund the Earnest Money (both the Initial Earnest Money and the Extension Earnest Money) to Buyer, or,, in the alternative, Buyer may have this Agreement specifically Page 9 of 18