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too <br /> • If to Sellers: Elk River Economic Development Authority <br /> Attention: Executive Director <br /> 13065 Orono Parkway, Elk River, Minnesota 55330 <br /> With a copy to: Gray, Plant, Mooty, Mooty & Bennett <br /> Attention: Peter K. Beck <br /> 3400 City Center <br /> 33 South Sixth Street <br /> Minneapolis, Minnesota 55402 <br /> Each such mailed notice or communication shall be deemed to have been given to or <br /> served upon, the party to whom it is addressed three days after the date the same is <br /> deposited in the United States registered or certified mail, return receipt requested, <br /> postage prepaid, properly addressed in the manner above provided. Either party hereto <br /> may change such party's address for the service of notice hereunder by written notice <br /> of said change to the other party hereto, in the manner above specified ten (10) days <br /> prior to the effective date of said change. <br /> 11. Assignment. This Purchase Agreement shall be binding upon and inure <br /> to the benefit of each of the parties hereto, their respective successors and assigns. <br /> • The foregoing notwithstanding, Buyer shall not assign or convey its rights in the <br /> Property or this Purchase Agreement within one year of the Closing Date without first <br /> obtaining the consent of Seller and any such assignment or conveyance purportedly <br /> made without Seller's consent shall be null and void. Any such assignment or <br /> conveyance shall be specifically subject to the Conditions Subsequent set forth in <br /> Paragraph 7. <br /> 12. Commissions. Seller warrants and represents that it has dealt with no <br /> realtors or brokers in connection with this transaction and that it will indemnify, defend <br /> and hold harmless Buyer against any claim made by an agent or broker for a <br /> commission or fee based on acts or agreements of Seller. Buyer warrants and <br /> represents that it will indemnify, defend and hold harmless Seller against any claim <br /> made by an agent or broker for a commission or fee based on acts or agreements of <br /> Buyer. <br /> 13. Default. Should Buyer default in the performance of its obligation to <br /> purchase hereunder, Seller's shall be entitled to cancel and terminate this Purchase <br /> Agreement in accordance with Minn. Stat. 559.21, as amended. <br /> 14. Survive Closing. All of the covenants, warranties, and provisions of this <br /> Purchase Agreement shall survive and be enforceable after the closing of this <br /> transaction. <br /> S <br /> -5- <br />