Resolution No. 15-04 EDA - Laserfiche WebLink

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for the breach of this Contract, pursuant to Minn. Stat. § 559.21, as amended from time to time, as Seller's sole and exclusive remedy. c. Post -Closing Remedies. Except as otherwise provided herein, it is the intent of Seller and Purchaser that no suit for damages may be brought with respect to any aspect of the transaction contemplated herein and the sole remedies of Seller and Purchaser are set out in Sections 13.a and b above, except however, that from and after the Closing, each party shall have the right to pursue its actual damages against the other party (i) for a breach of any covenant or agreement contained herein that is performable after or that survives the Closing (including the indemnification obligations of the Parties contained in this Contract), and (ii) for a breach of any representation or warranty made by the other party in this Contract unless otherwise waived by Purchaser at Closing pursuant to Section 8.d.(2). If the Closing does not occur, (A) each party shall have its respective rights and remedies under Sections 13.a. and b., as applicable, and (B) each party shall have all available remedies against the other party for a breach of the other party's obligations contained in this Contract that are expressly provided herein as surviving the termination of this Contract. In no event shall either party be liable for any speculative, consequential or punitive damages. 14. TERMINATION. a. Termination by Purchaser. Termination of this Contract by Purchaser pursuant to Sections 5, 6, 8, 11, or 13 shall be effective upon notice to Seller. b. Automatic Termination. Termination of this Contract automatically upon failure of Purchaser to give Notice of Suitability pursuant to Section 6.b. or Notice of Governmental Approvals pursuant to Section 6.c(4) shall be effective upon expiration of the ten (10) day period after written notice from Seller. c. Return of Earnest Money. (1) If this Contract is terminated by Purchaser, or automatically, pursuant to Sections 5, 6, 8, 11 or 13, all Earnest Money shall be promptly refunded to Purchaser, except as provided in Section 3.c. (2) Upon return of the Earnest Money as provided in this Section 14, except as otherwise provided in this Contract, the Parties shall have no further obligations or liabilities one to the other hereunder. 15. COMMISSION. a. Brokers. Seller and Purchaser each hereby warrant and represent to the other that no brokers, agents, finders fees, commissions, or other similar fees are due or arising in connection with the entering into of this Contract, the sale and purchase of the Property, or the consummation of transactions contemplated herein, and Seller and Purchaser each hereby agree to indemnify and hold the other harmless from and against all liability, loss, cost, damage, or expense (including, but not limited to, attorneys' fees and costs of litigation) which the other Party shall suffer or incur because of any claim by a broker, agent, or finder claiming by, through, or under such 15 DRAFT 109378462-v5-drh lino lakes Purchase and Sale Agreement.docx