7.0. EDSR 08-08-2005 - Laserfiche WebLink

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(i) terminate this Agreement pursuant to Section 23 below, in which case Seller must return the Earnest Money to Buyer; or (ii) initiate a civil action to compel Seller's specific performance of Seller's obligations under this Agreement provided that Buyer commences such action within six (6)months of the date of Seller's default. If Buyer prevails in any such action for specific performance, Buyer may also recover Buyer's reasonable attorneys fees and costs; and (iii) if any one or more of the Seller's representations set forth in Section 15 are inaccurate when made, Buyer may commence an action in Sherburne County District Court against Seller to recover the damages Buyer suffers or incurs as a result of the misrepresentations under Section 15, and if Buyer prevails in such action, Buyer may also recover from Seller Buyer's reasonable attorneys fees and costs. The remedies set forth in this Section 22(b) are Buyer's sole and exclusive remedies in the event of Seller's default. 23. Termination of this Agreement. Sections 13, 18, 20 and 22(b) of this Agreement allow Buyer to terminate this Agreement under certain conditions. Section 19 allows Seller to terminate this Agreement under certain conditions. The following procedures govern the exercise of those termination rights: • a. The party that desires to terminate this Agreement (the "Terminating Party")must notify the other party(the "Non-Terminating Party"), in writing, of the Terminating Party's intent to terminate this Agreement. b. The Terminating Party's notice must recite the Section of this Agreement that authorizes the Terminating Party's termination of this Agreement and must describe the facts and circumstances which the Terminating Party asserts justify termination under the referenced Section. c. The Terminating Party's notice of termination is effective as of the date the Terminating Party deposits the notice of termination with the United States Postal Service, with all necessary postage paid, for delivery to the Non-Terminating Party via certified mail,return receipt requested, at the address set forth in Section 1. If the Terminating Party delivers a notice of termination in a different manner than described in the preceding sentence, the notice of termination is effective as of the date the Non- Terminating Party actually receives the notice of termination. The Terminating Party must also mail a copy of the notice of termination to the Parties'respective attorneys as provided for in Section 26 below. d. If the Non-Terminating Party disputes the Terminating Party's right to terminate this Agreement, the Non-Terminating Party must so notify the Terminating Party, in writing, within five(5)business days of the Non-Terminating Party's receipt of the Terminating Party's notice of termination. 1787610v6 13