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GRE's acceptance of the purchase price and that GRE is unwilling to sell the Metering <br /> Equipment to ERMU unless GRE is provided such waivers and releases from ERMU. <br /> 8. In no event shall either Party be liable to the other under this Agreement for any indirect,special <br /> or consequential damages,including but not limited to,loss of use,loss of revenue,loss of profit, <br /> and/or cost of replacement power. <br /> 9. General. <br /> a. This Agreement sets forth the entire agreement between the parties with respect to the <br /> subject matter hereof and supersedes all previous written or oral agreements or <br /> representations between the parties with respect hereto.No modification or waiver of any <br /> provision of this Agreement shall be valid unless set forth in writing and signed by both <br /> parties. <br /> b. This Agreement shall be governed and construed in accordance with the laws of the State <br /> of Minnesota,excluding conflicts of laws principles. <br /> c. In the event that any portion of this Agreement is held to be invalid or unenforceable,the <br /> invalid or unenforceable portion shall be construed in accordance with applicable law as <br /> nearly as possible to reflect the original intentions of the parties as set forth herein and the <br /> remainder of the Agreement shall remain in full force and effect. <br /> d. GRE shall be entitled to retain all revenue earned from the Metering Equipment to and <br /> including the Closing Date. <br /> REMAINDER OF PAGE LEFT INTENTIONALLY BLANK <br /> [SIGNATURE PAGE FOLLOWS] <br /> 47 <br />