4.1. ERMUSR 07-12-2016 - Laserfiche WebLink

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The representations in this Section 8 shall survive the Closing. 9. REPRESENTATIONS AND INDEMNITY BY BUYER. Buyer represents to Sellers that Buyer has the power and authority to execute this Agreement and any Buyer's Closing Documents signed by it;that all such documents have been authorized by all necessary action on the part of Buyer and at the Closing shall have been duly executed and delivered; that the execution, delivery, and performance by Buyer of such documents does not conflict with or violate any judgment,order or decree of any court or arbiter or any agreement by which Buyer is bound; and that all such documents are valid and binding obligations of Buyer and are enforceable in accordance with their terms. The representations in this Section 9 shall survive the Closing. 10. CONDEMNATION. If, prior to the Closing Date, any governmental entity commences any eminent domain proceedings ("Proceedings") against all or any part of the Property, Sellers shall give notice to Buyer of such fact, and, at Buyer's option (to be exercised by notice to Sellers within thirty(30) days after Sellers' notice), this Agreement shall terminate. Upon such termination, neither Sellers nor Buyer shall have any further rights or obligations under this Agreement, except for the Surviving Covenants. If Buyer does not give such notice, then there shall be no reduction in the Purchase Price, provided, however, that Sellers shall assign to Buyer at the Closing Date all of Sellers' right,title,and interest in and to any award made or to be made in the Proceedings. Prior to the Closing Date, Sellers shall not designate counsel, appear in, or otherwise act with respect to the Proceedings without Buyer's prior written consent. 11. ASSIGNMENT. Neither Sellers nor Buyer may assign its rights under this Agreement for any other purpose, without the prior written consent of the other party. 12. SURVIVAL. All of the covenants and representations made in this Agreement which either by their terms expressly survive Closing, or are contained in any schedule, exhibit, certificate,or document delivered at Closing,will survive and be enforceable after the Closing. 13. NOTICES. Any notice required or permitted to be given under any provision of this Agreement shall be in writing and shall be deemed to have been given in accordance with this Agreement, if it is mailed, by United States certified mail, return receipt requested, postage prepaid; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Buyer: Elk River Municipal Utility Attn: General Manager P.O.Box 430 Elk River,MN 55330 with a copy to:Andrea McDowell Poehler Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 8 187865v2 78