02-23-2005 Council Agenda - Laserfiche WebLink

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2l. Time of the Essence. Time is of the essence of this Agreement and the closing of the transaction contemplated hereby. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 23. Entire Agreement. This Agreement constitutes the entire agreement of the parties relative to the sale of the Property. The parties acknowledge there exists no understanding or provisions relative to the sale of the Property except as set forth in this Agreement. This Agreement may not be changed, waived, discharged or terminated except in writing executed by Purchaser and Seller or canceled pursuant to statute. 24. Construction. No provision of this Agreement shall be construed by any court or other judicial authority against either Seller or Purchaser by reason of any such party being deemed to have drafted or structured such provision. 25. Headings. Headings contained in this Agreement are for convenience of reference only and shall not be considered in the construction hereof 26. Survival of Closing. All representations, warranties, agreements and indemnities contained in this Agreement shall survive the closing. 27. Agent and Broker Status. Seller and Purchaser mutually represent that they have not entered into any agreements with brokers or agents whereby fees are payable as a result of this transaction. 28. Attorneys' Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach of the other party of any of the terms hereof, the losing or defaulting party shall pay to the prevailing party reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. Page 7 of 10 HJloeIl- IVConespondencetfeel 2004V County Road 13 Purchase agreement - Ciord it lo tve - 11.19.04.doc 8