01-10-2024 Council Packet - Laserfiche WebLink

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9 In the event either party delivers a notice by facsimile, as set forth above, such party agrees to deposit the originals of the notice in a post office, branch Post office, or mail depository maintained by the U.S. Postal Service, postage prepaid and addressed as set forth above. Such deposit in the U.S. Mail shall not affect the deemed delivery of the notice by facsimile, provided that the procedures set forth above are fully complied with. Any party, by notice given as aforesaid, may change the address to which subsequent notices are to be sent to such party. 16. Captions. The section 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. 17. 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 of any of its terms shall be effective unless in writing executed by the parties. 18. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 19. Controlling Law. This Agreement has been made under the laws of the State of Minnesota and such laws shall control its interpretation. 20. Remedies. If Buyer defaults under this Agreement, Sellers shall have the right to terminate this Agreement by giving written notice to Buyer. If Buyer fails to cure such default within thirty (30) days of the date of such notice, this Agreement shall terminate, and upon such termination, Sellers shall retain the Earnest Money as liquidated damages. The termination of this Agreement and the retention of the Earnest Money shall be the sole remedy available to Sellers for such default by Buyer and Buyer shall not be liable for damages for specific performance. If Sellers defaults under this Agreement, Buyer shall have the right, exercisable at its option, to (a) terminate this Agreement by giving written notice to Sellers, and if Sellers fails to cure such default in thirty (30) days of the date of such notice, this Agreement shall terminate and upon such termination Buyer shall receive a refund of the Earnest Money and all accrued interest thereon; or (b) bring an action for specific performance against Seller to enforce the terms of this Agreement and be entitled to all remedies available at law or in equity, including without limitation, damages. The remedies set forth in this subparagraph (b) shall be the sole and exclusive remedies of Purchaser in the event Seller shall be in default hereunder. 21. Commissions. Seller and Buyer represent and warrant to each other that they have dealt with no other brokers, finders or the like in connection with this transaction, and will indemnify each other and hold each other harmless against all claims, damages, costs or expenses of or any other such fee or commission resulting from the actions or agreements of the indemnitor regarding the execution or performance of this Agreement, and will pay all costs in defending any actions or lawsuits brought to recover any such fees or commission incurred by the other party, including reasonable attorney fees.