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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 />