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26. Governing Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of Minnesota. <br />27. Entire Agreement. This Agreement constitutes the entire agreement of the parties <br />relative to the sale of the Property. The parties acknowledge there exists no understanding or <br />provisions relative to the sale of the Property except as set forth in this Agreement. This <br />Agreement may not be changed, waived, discharged or terminated except in writing executed by <br />Purchaser and Seller or canceled pursuant to statute. <br />28. Construction. No provision of this Agreement shall be construed by any court or <br />other judicial authority against either Seller or Purchaser by reason of any such party being <br />deemed to have drafted or structured such provision. <br />Headings contained in this Agreement are for convenience of reference only and shall not <br />be considered in the construction hereof. <br />29. Survival of Closing. All representations, warranties, agreements and indemnities <br />contained in this Agreement shall survive the closing. <br />30. Agent and Broker Status. Seller and Purchaser mutually represent to each other that <br />each has had no dealings, negotiations or consultations with any broker, representative, <br />employee, agent or other intermediary in connection with this Agreement on the sale of the <br />Property. Each party will indemnify, defend and hold the other free and harmless from the <br />claims of any other brokers, representatives, employees, agents or other intermediaries claiming <br />to have represented Seller or Purchaser, respectively in connection with this Agreement or in <br />connection with the sale of the Premises. The provisions of this paragraph shall survive delivery <br />of the Deed. <br />31. Attorneys' Fees. If either party commences an action against the other to enforce any <br />of the terms of this Agreement or because of the breach of the other party of any of the terms <br />hereof, the losing or defaulting party shall pay to the prevailing party reasonable attorneys' fees, <br />costs and expenses incurred in connection with the prosecution or defense of such action. <br />32. Lease. Seller and Purchaser may execute a Lease (Exhibit `B ") on the date of closing <br />that will allow Seller to continue to use the Car Wash portion of the property for a time period <br />that will expire no later than March 31, 2000. <br />33. Waiver of Claims. Seller shall release Purchaser, its officers, employees, agents, <br />successors and assigns including RJ Marco Construction, Inc. from any and all claims and /or <br />damages Seller may have against those parties arising from or associated with this transaction. <br />34. Section 1033 Letter. Purchaser acknowledges that this Property was acquired under <br />the threat of eminent domain. A Section 1033 letter will be issued by the City of Little Canada <br />documenting that fact if requested by the Seller. <br />Page 9 of 11 <br />