02-23-2000 Council Agenda - Laserfiche WebLink

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22. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon Seller and Purchaser and their respective heirs, executors, legal representatives, successors and assigns. It is further understood that this Agreement may be assigned by Purchaser to Precision Landscape & Tree, Inc., and that Seller understands that Seller acquires no additional rights because of this assignment. 23. Time of the Essence. Time is of the essence of this Agreement and the closing of the transaction contemplated hereby. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 25. 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. 26. 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. Headings contained in this Agreement are for convenience of reference only and shall not be considered in the construction hereof. 27. Survival of Closing. All representations, warranties, agreements and indemnities contained in this Agreement shall survive the closing. 28. Agent and Broker Status. Seller and Purchaser mutually represent to each other that each has had no dealings, negotiations or consultations with any broker, representative, employee, agent or other intermediary in connection with this Agreement on the sale of the Property except Tom Schuette of Suburban Land Company who shall be paid a commission by the Seller. Each party will indemnify, defend and hold the other free and harmless from the claims of any other brokers, representatives, employees, agents or other intermediaries claiming to have represented Seller or Purchaser, respectively in connection with this Agreement or in connection with the sale of the Premises. The provisions of this paragraph shall survive delivery of the Deed. 29. 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 107