06-14-2021 Council Packet - Laserfiche WebLink

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13 20. Entire Agreement. This written Agreement constitutes the complete agreement between the parties and supersedes any and all other oral or written agreements, negotiations, understandings and representations between the parties regarding the Property. There are no verbal or written side agreements that change this Agreement. 21. Amendment; Waiver. No amendment of this Agreement, and no waiver of any provision of this Agreement, shall be effective unless set forth in a writing expressing the intent to so amend or waive, and the exact nature of such amendment or waiver, and signed by both parties (in the case of amendment) or the waiving party (in the case of waiver). No waiver of a right in any one instance shall operate as a waiver of any other right, nor as a waiver of such right in a later or separate instance. 22. Governing Law. This Agreement is made and executed under and in all respects is to be governed and construed under the laws of the State of Minnesota without regard to its conflict of laws principles. All of the obligation contained in the contact are performable in the county in Minnesota in which the Property is located. 23. Binding Effect. This Agreement binds and benefits the parties and their respective successors and assigns. 24. Remedies. a. Buyer’s Termination. If Buyer elects to terminate this Agreement pursuant to a right to do so expressly given to Buyer in this Agreement, the Earnest Money, less the Independent Consideration, shall be promptly refunded to Buyer on written instruction to Seller and the Title Company signed only by Buyer, and neither party shall have any further obligation or liability to the other party hereunder, except for obligations which expressly survive the termination of this Agreement. Seller shall promptly, on written request from Buyer, execute and deliver such documents as may be required to cause the Title Company to return the Earnest Money to Buyer. b. Default by Buyer. If Buyer fails to consummate this Agreement for any reason (other than Seller’s default or a termination of this Agreement by Seller or Buyer pursuant to a right to do so expressly provided for in this Agreement), Seller may, as Seller’s sole and exclusive remedy, terminate this Agreement and retain the Earnest Money as liquidated, maximum damages for breach of this Agreement. Such amount is agreed upon by and between Seller and Buyer as liquidated, maximum damages, due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof.