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<br />Section 10.6 Consents and Auurovals. In all cases where consents or approvals are <br />required hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or <br />withheld. All consents or approvals shall be in writing in order to be effective. <br /> <br />Section 10.7 Representatives. Except as otherwise provided herein, all approvals and <br />other actions required of or taken by the City shall be effective upon action by the City <br />Representative. All actions required of or taken by Developer shall be effective upon action by <br />the Developer Representative. <br /> <br />Section 10.8 Suuersedinl! Effect. This Agreement reflects the entire agreement of the <br />Parties with respect to the matters covered herein, and supersedes in all respects all prior <br />agreements of the Parties, whether written or otherwise, with respect to such matters. <br /> <br />Section 10.9 Relationshiu of Parties. Nothing in this Agreement is intended, or shall <br />be construed, to create a partnership or joint venture among or between the Parties, and the rights <br />and remedies of the Parties shall be strictly as set forth in this Agreement. <br /> <br />Section 10.10 Term. The term of this Agreement shall be effective from the day and <br />year first above written until the earlier of (a) the date this Agreement is terminated pursuant to <br />Section 9.4(c) payment in full of the Tax Increment Revenue Note or any Refunding Bonds, or <br />(c) the date that the City is no longer receiving Available Tax Increment with respect to <br />termination of the Tax Increment District. <br /> <br />Section 10.11 Venue. All matters, whether sounding in tort or in contract, relating to the <br />validity, construction, performance, or enforcement of this Agreement shall be controlled by and <br />determined in accordance with the laws of the State of Minnesota, and the Developer agrees that <br />all legal actions initiated by the Developer or City with respect to or arising from any provision <br />contained in this Agreement shall be initiated, filed and venued exclusively in the State of <br />Minnesota, Sherburne County, District Court and shall not be removed therefrom to any other <br />federal or state court. <br /> <br />Section 10.12 Provisions Survivinl! Rescission or Exuiration. Section 8.3 shall <br />survive any rescission, termination or expiration of this Agreement with respect to or arising out <br />of any event, occurrence or circumstance existing prior to the date thereof. <br /> <br />1674205v8 <br /> <br />45 <br />