5.7. SR 04-04-2011 - Laserfiche WebLink

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by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such party. 14. Assignment. Neither party shall assign their rights under the Agreement without the other party's consent, which consent will not be unreasonably withheld. 15. Survival. All of the this Agreement's teens will survive and be enforceable after the Closing. 16. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to Seller by delivering it personally to an officer of Seller, or if it is directed to Buyer, by delivering it personally to the City Administrator of Buyer, or if mailed in a sealed wrapper by United States mail postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Buyer: City of Elk River 13065 Orono Parl,~vay Elk River, MN 55330 Attn: Lori Johnson, City Administrator Copies to: Mr. Robert Walter, Esq. Gray Plant Mooty Mooty & Bennett PA 1010 West St. Germain Street, Suite 500 St. Cloud, MN 56301 If to Seller: The Houlton Investment Company C/O Bill Houlton 1801 Main Street Elk River, MN 55330 Copies to: Mr. James A. Bumgardner Bumgardner Law Firm, PLLC First National Financial Center, Suite 230 812 Main Street P.O. Box 490 Elk River, MN 55330 Notices will be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for response to any notice by the other party will commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, ten (10) days prior to the effective date of such change. GP:2945285 v4 1 Q