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Agreement, except for the Surviving Covenants. If Buyer does not give such notice, then there <br /> shall be no reduction in the Purchase Price, provided, however, that Seller shall assign to Buyer <br /> at the Closing Date all of Seller's right, title, and interest in and to any award made or to be made <br /> in the Proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or <br /> otherwise act with respect to the Proceedings without Buyer's prior written consent. <br /> 11. ASSIGNMENT. Neither Seller nor Buyer may assign its rights under this Agreement <br /> for any other purpose, without the prior written consent of the other party. <br /> 12. SURVIVAL. All of the covenants and representations made in this Agreement which <br /> either by their terms expressly survive Closing, or are contained in any schedule, exhibit, <br /> certificate, or document delivered at Closing, will survive and be enforceable after the Closing. <br /> 13. NOTICES. Any notice required or permitted to be given under any provision of this <br /> Agreement shall be in writing and shall be deemed to have been given in accordance with this <br /> Agreement, if it is mailed, by United States certified mail, return receipt requested, postage <br /> prepaid; or if deposited cost paid with a nationally recognized, reputable overnight courier, <br /> properly addressed as follows: <br /> If to Buyer: City of Elk River <br /> 13065 Orono Parkway <br /> Elk River, MN 55330 <br /> with a copy to:Andrea McDowell Poehler <br /> 1380 Corporate Center Curve <br /> Suite 318 <br /> Eagan, MN 55121 <br /> If to Seller: Cornerstone Elk River LLC <br /> 17219 Highway 10 <br /> P. O. Box 304 <br /> Elk River, MN 55330-7009 <br /> with a copy to:John B. Winston <br /> Winston Law Office <br /> 815 Wayzata Blvd. East <br /> Suite No. 104 <br /> Wayzata, MN 55391 <br /> Notice shall be effective, and the time for response to any notice by the other party shall <br /> commence to run, one (1) business day after any such mailing or deposit. Either Seller or Buyer <br /> may change its address for the service of notice by giving notice of such change to the other <br /> party, in any manner above specified, ten (10) days prior to the effective date of such change. <br /> Notwithstanding the foregoing, any party may give any other party written notice hereunder by any <br /> means other than by United States registered or certified mail or overnight courier, which is <br /> reasonably calculated to reach the other party, including but not limited to hand delivery, email <br /> transmission or facsimile transmission, provided that any such notice shall be deemed to have been <br /> 7 <br /> 181569v2 <br />