Resolution No. 13-06 EDA - Laserfiche WebLink

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extent permitted by law. 11. Governing Law; Successors and Assigns. This Agreement shall be construed in accordance with the laws of the State of Minnesota. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties, it being the intent hereof that the rights and obligations hereunder shall follow the ownership of the LLAL Parcel and the EDA Parcel, respectively. This Agreement shall run with the land and bind the title to the LLAL Parcel and the EDA Parcel. 12. Modifications; Merger Not Intended. This Agreement may be amended, modified, or terminated at any time by an agreement in writing, executed and acknowledged by the Owners of the Parcels. Common ownership of any Parcel shall not cause this Agreement to be extinguished by operation of merger in whole or in part. 13. Release. Upon the assignment, conveyance, sale or other transfer by an Owner of its Parcel ("Transferor") of its entire right, title and interest in such property (a "Transfer"), the Transferor shall be released from the obligations of this Agreement arising after the date on which the instrument effectuating such Transfer is recorded in the official records of Anoka County, Minnesota (the "Record Date"). The Transfer shall not result in the release of the Transferor from any obligations of the Transferor arising under this Agreement prior to the Record Date, including, without limitation, payment of any amounts which may then be due and owing hereunder. The transferee ("Transferee") shall not be personally liable for any default under this Agreement that occurred or accrued, without regard to any applicable cure periods, prior to the Record Date. Upon such Transfer, the Transferee shall execute and file in the appropriate land records in Anoka County, Minnesota, a statement setting forth the name of the Transferee, the address of the Transferee to which all notices for the purposes of this Agreement shall be sent, the nature of the interest held by the Transferee, and the date that such interest was acquired. The Transferee of any Parcel or any portion thereof, by acceptance of a deed conveying title thereto or the execution of a contract for the purchase thereof, whether from an original Party or from a subsequent Owner of such Parcel, shall accept such deed or contract upon and subject to each and all of the easements, covenants, conditions, restrictions and obligations contained herein. By such acceptance, any such Transferee shall for itself and its successors and assigns, covenant, consent, and agree to keep, observe, comply with, and perform the obligations and agreements set forth herein with respect to the Parcel so acquired by such Transferee. 14. Rights of Lenders. No provision of this Agreement shall in any way defeat or render invalid the lien of any mortgage, deed of trust, or other similar consensual security instrument entered into in good faith and for valuable consideration, whether presently in existence or recorded in the future against any Parcel; however, any lien of this type will be subordinate and subject to the provisions of this Agreement. If any Parcel or portion thereof is purchased in connection with a foreclosure of a mortgage or security instrument or is conveyed to the party so secured in lieu of foreclosure, any person so acquiring or purchasing and its successors and assigns will hold any and all real property so purchased or acquired subject to the provisions of this Agreement. 427348v5 SJB LN140-109 8