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13 <br />any such deposit. Any party may change its address for the service of notice by giving <br />written notice of such change to the other party, in any manner above specified, 10 days <br />prior to the effective date of such change. <br /> <br />21. Captions. The paragraph headings or captions appearing in this Agreement are for <br />convenience only, are not a part of this Agreement and are not to be considered in <br />interpreting this Agreement. <br /> <br />22. Entire Agreement; Modification. This written agreement constitutes the complete <br />agreement between the parties and supersedes any prior oral or written agreements <br />between the parties regarding the Property. There are no verbal agreements that change this <br />Agreement and no waiver of any of its terms will be effective unless in writing executed by <br />the parties. <br /> <br />23. Binding Effect. This Agreement binds and benefits the parties and their successors <br />and assigns. <br /> <br />24. Controlling Law. This Agreement has been made under the laws of the State of <br />Minnesota, and such laws will control its interpretation. <br /> <br />25. Remedies. If Buyer defaults under this Agreement, Seller shall have the right to <br />terminate this Agreement by giving written notice to Buyer. If Buyer fails to cure such default <br />within thirty (30) days of the date of such notice, this Agreement will terminate, and upon <br />such termination Seller may obtain and retain the Earnest Money as liquidated damages, <br />time being of the essence of this Agreement. The termination of this Agreement and retention <br />of the Earnest Money will be the sole remedy available to Seller for such default by Buyer, <br />and Buyer will not be liable for damages or specific performance. If Seller defaults under this <br />Agreement, this provision does not preclude Buyer from seeking and recovering from Seller <br />damages for specific performance of this Agreement. If Seller defaults in performance of its <br />obligations under this Agreement, Buyer may seek and recover from Seller damages for <br />nonperformance or specific performance of this Agreement, or both. Buyer's claim for <br />damages from Seller shall include Buyer's loss of its bargain in failing to acquire the Property, <br />as well as all of Buyer's out-of pocket costs and fees, including without limitation attorneys' <br />fees, accountants' fees, and other consultants' fees incurred by Buyer in preparing and <br />negotiating this Agreement, preparing for the Closing, investigating the status, title, and <br />condition of the Property, and other similar and reasonable costs and expenses. <br /> <br /> <br />26. 1031 Exchange. Seller and buyer agree to cooperate with reasonable requests <br />made by the other to effect the requesting party's like-kind exchange (whether simultaneous, <br />deferred or reverse) of the property pursuant to Section 1031 of the United States Internal <br />Revenue Code and similar provisions of applicable state law ("Exchange") provided that (i) <br />the cooperating party shall not be required to incur any costs, expenses or liability in <br />connection with the Exchange, (ii) neither party shall be allowed to delay the Closing <br />hereunder, (iii) neither party shall be obligated to execute any note, contract, deed or other <br />document not otherwise expressly provided for in this Agreement providing for any personal <br />liability, nor shall either party be obligated to take title to any property other than the Property <br />as otherwise contemplated in this Agreement or incur additional expense for the benefit of the <br />other party, and (iv) the exchanging party shall not be released from any obligations or <br />liabilities under this Agreement. Each <br /> <br />