4.2. ERMUSR 01-08-2013 - Laserfiche WebLink

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11.) BROKER'S COMMISSION. Each party represents to the other that it has not engaged any party as a broker in connection with the transactions contemplated by this Agreement. Seller will indemnify Buyer from and against any and all liability to which Buyer may be subjected by any broker's, finder's, or similar fee with respect to the transactions contemplated by this Agreement to the extent such fee is attributable to any action undertaken by or on behalf of Seller or any affiliate of Seller, including any claim by Seller's Broker or any employee or agent of Seller's Broker. Buyer will indemnify Seller from and against any and all liability to which Seller may be subjected by reason of any broker's, finder's, or similar fee with respect to the transactions contemplated by this Agreement to the extent such fee is attributable to any action undertaken by or on behalf of Buyer. 12.) ASSIGNMENT. Neither Seller nor Buyer may assign its rights under this Agreement for any other purpose,without the prior written consent of the other party. 13.) REMEDIES. Time is of the essence of this Agreement. If Seller fails to perform any of its obligations under this Agreement, Buyer may: (i) terminate this Agreement; or (ii) commence an action for specific performance of this Agreement within six (6) months after the termination of this Agreement. Such termination of this Agreement or specific performance action will be the only remedies available to Buyer for a default by Seller, and Seller will not be liable for damages. If Buyer defaults in performance of its obligations under this Agreement, Seller will have the right to terminate this Agreement in the manner provided by Minn. Stat. Sec. 559.21 or 559.217. Termination of this Agreement will be the only remedy available to Seller for a default by Buyer, and Buyer will not be liable for damages or specific performance. 14.) NOTICES. Any notice required or permitted to be given under any provision of this Agreement will be in writing and will have been given in accordance with this Agreement, if it is: (i)delivered personally; (ii) sent by facsimile (with electronic verification) to the respective number set forth below; or (iii)mailed, by United States certified mail, return receipt requested, postage prepaid, or deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: If to Buyer: Theresa Lee Elk River Municipal Utility 1627 Main Street Attn: Troy Adams, General Manager Elk River, MN 55330 P.O. Box 430 Elk River, MN 55330 Notice will be effective, and the time for response to any notice by the other party will commence to run, on the dated successfully transmitted by personal delivery or facsimile or one(1) business day after any such mailing or deposit, as applicable. Either Seller or Buyer may change its facsimile number and/or address for the service of notice by giving notice of such change to the other party, in any manner above specified,ten(10)days prior to the effective date of such change. 15.) MISCELLANEOUS. The section and paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. This written Agreement constitutes the complete agreement between Seller and Buyer and supersedes any prior oral or written agreements between them regarding the Property. There are no oral agreements that change this Agreement, and no amendment of any of its terms will be effective unless in writing and executed by both Seller and Buyer. This Agreement binds and benefits Seller and Buyer and their respective 6. •