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19.0. Miscellaneous. The following general provisions govern this Agreement <br /> 19.1. Time is of the Essence. The Date of Closing is of the absolute essence. <br /> In the event this transaction does not close on the Date of Closing because the Authority <br /> is unable to perform as required by this Agreement,the <br /> be null and oid <br /> and all Earnest Money shall be immediately refunded to Develop ent shall <br /> the event this <br /> transaction does not close on the Date of Closing because the Developer is unable to <br /> perform as required by this Agreement, this Agreement shall be null and void and all <br /> Earnest Money shall be delivered to the Authority as liquidated damages. <br /> 19.2. Governing Law. This Agreement is made and executed under and in all <br /> respects is to be governed and construed under the laws of the State of Minnesota, <br /> 19.3. Notices and Demands. Except as otherwise expressly provided in this <br /> Agreement, a notice, demand, or other communication under this Agreement by either <br /> party to the other shall be sufficiently given or delivered if it is dispatched by registered <br /> or certified mail,postage prepaid,return receipt requested, or delivered personally to the <br /> parties as follows: <br /> Authority: The Mounds View Economic Development <br /> Authority <br /> 2401 } lghway 10 <br /> Mounds View, MN 55112-1499 <br /> • <br /> Developer_ <br /> or at such other address with respect to either such party as that <br /> time, designate in writing parry may, from time to <br /> ting and forward to the other as provided in this Section. <br /> 19.4. Construction. The captions and headings of the various sections of this <br /> Agreement are for convenience only and are not to be construed as defining or as limiting <br /> in any way the scope or intent of the provisions hereof. Wherever the context requires or <br /> permits, the singular shall include the plural, the plural shall include <br /> masc�ltinP, feminine and neuter shall be freely interchangeable. <br /> and the, <br /> erchaneable. <br /> 19.5. Am:mbilirv. This Agreement and the rights set out herein may be <br /> assigned by Developer upon notice to Authority,provided,however,any assignment shall <br /> not release Developer from any liability under this Agreement. <br /> 19.6. Entire Agreement. This Agreement sets forth the entire understanding of <br /> the parties and may be amended,modified or terminated only by an instrument signed by <br /> • the parties. <br /> .lO203-2 13 <br />