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22. REMEDIES. <br />a. If Buyer fails to perform any of the terms or conditions of this Agreement within the specified <br />time limits, Seller may declare this Agreement terminated pursuant to Minnesota Statutes section <br />559.21. Seller's sole remedy in the event of Buyer's default is retention of the Earnest Money, <br />unless Buyer defaults under Section 7 or 11 of this Agreement, in which case Seller may retain <br />the Earnest 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 arising from <br />the default. <br />b. If Seller fails to perform any of the terms or conditions of this Agreement within the specified <br />time limits, Buyer may, as its sole remedy, declare this Agreement terminated in which case <br />Escrow Agent and, if applicable, Seller, shall refund the Earnest Money (both the Initial <br />Disbursement and the Remaining Earnest Money) to Buyer, or, in the alternative, Buyer may <br />have this Agreement specifically enforced and recover any incidental damages. Buyer waives all <br />claims for 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 covenants, <br />agreements and/or conditions of this Agreement or to exercise any right or privilege herein shall not be <br />deemed a waiver of any such covenant, condition or right. <br />24. SURVIVAL OF TERMS AND CONDITIONS. The terms and conditions of this Agreement shall <br />survive and be in full force and effect after the delivery of the deed, and shall not be deemed to have <br />merged therein. <br />25. SEVERABILITY. Each provision of this Agreement shall apply to the extent permitted by applicable <br />law and is intended to be severable. If any provision is illegal or invalid for any reason whatsoever, <br />such illegality or invalidity shall not affect the legality or validity of the remainder of the Agreement. <br />26. CONSTRUCTION. The Parties acknowledge that this Agreement was initially prepared by Seller <br />solely as a convenience and that all Parties and their counsel hereto have read and full negotiated all the <br />language used in this Agreement. The Parties acknowledge that because all Parties and their counsel <br />participated in negotiating and drafting this Agreement, no rule of construction shall apply to this <br />Agreement to construe ambiguous or unclear language in favor of or against any Party. <br />27. COUNTERPARTS; DIGITAL COPIES. This Agreement may be executed in any number of <br />counterparts and the signature pages of the separate counterparts combined into a single copy of this <br />Agreement which will then constitute a fully executed version of this Agreement. A facsimile, .pdf file <br />or digital copy of a signed counterpart or of an assemblage of counterparts of this Agreement shall be <br />deemed to be an original thereof. <br />28. CONSTRUCTION DEADLINE. Within 12 months from the Closing Date Buyer shall construct and <br />obtain a certificate of occupancy from the City of Ramsey for a 664 SF Scooter's Coffee Shop <br />compliant with COR Zoning requirements to be further defined by an approved Site Plan. The Buyer <br />will also construct all internal roadways onsite for the drive-thru and north access to Sunwood Drive <br />NW at the cost of the Buyer. At Closing, a "Right of Re -Entry Agreement" shall be executed and <br />recorded against the Property providing that, in the event the above deadline is not met, Seller has the <br />Page 8 of 12 <br />