4.1. ERMUSR 07-12-2016 - Laserfiche WebLink

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21. SEVERABILITY. If any provision of this Agreement is invalid or unenforceable, such provision shall be deemed to be modified to be within the limits of enforceability or validity, if feasible; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. 22. LIMITATION OF LIABILITY. Upon Closing, Buyer shall neither assume nor undertake to pay, satisfy or discharge any liabilities, obligations or commitments of any Sellers other than those specifically agreed to between the parties and set forth in this Agreement. 23. REMEDIES. Time is of the essence of this Agreement. If Sellers fail to perform any of its obligations under this Agreement, Buyer may: (i) terminate this Agreement and Seller shall be required to return the Earnest Money; or(ii)commence an action for specific performance of this Agreement within six (6)months after the termination of this Agreement. Such termination of this Agreement or specific performance action will be the only remedies available to Buyer for a default by Sellers, and Sellers will not be liable for damages. If Buyer defaults in performance of its obligations under this Agreement, Sellers shall have the right to terminate this Agreement in the manner provided by Minn. Stat. Sec. 559.21 and retain the Earnest Money as liquidated damages. Such termination of this Agreement will be the only remedy available to Sellers for such default by Buyer, and Buyer will not be liable for damages or specific performance. 24. BROKER'S COMMISSION. Each party represents to the other that it has not engaged any party as a broker in connection with the transactions contemplated by this Agreement. Sellers will indemnify Buyer from and against any and all liability to which Buyer may be subjected by any broker's, finder's, or similar fee with respect to the transactions contemplated by this Agreement to the extent such fee is attributable to any action undertaken by or on behalf of Sellers or any affiliate of Sellers, including any claim by Sellers' Broker or any employee or agent of Sellers' Broker. Buyer will indemnify Sellers from and against any and all liability to which Sellers may be subjected by reason of any broker's, finder's or similar fee with respect to the transactions contemplated by this Agreement to the extent such fee is attributable to any action undertaken by or on behalf of Buyer. Sellers and Buyer have executed this Agreement as of the date set forth above. 10 187865v2 80