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services hereunder, and the Authority will not withhold any taxes or contributions from <br /> the compensation payable to CEE under this Agreement. <br /> 10. Notices <br /> All notices, requests, demands and other communications required to be given in <br /> writing under this Agreement shall be given to the other party in person or by mail as <br /> provided in this section. If delivered personally, notice shall be deemed to have been <br /> duly given on the date of delivery. If delivered by mail, such notice shall be sent via <br /> first class U.S. mail, postage prepaid, to the address set forth at the beginning of this <br /> Agreement or such other address as a party may otherwise request by written notice, <br /> and notice shall be deemed duly given three (3) business days after mailing. <br /> 11. Assignment <br /> This Agreement shall be binding upon and inure to the benefit of the parties and their <br /> respective heirs, successors and assigns; provided, however, that neither party shall <br /> assign or transfer in any manner, this Agreement or any portion hereof without the <br /> prior written consent of the other party, and any attempt to assign or transfer without <br /> prior written consent shall be void and of no effect. <br /> 12. Governing Law <br /> This Agreement shall be governed by and construed in accordance with the laws of <br /> the State of Minnesota. <br /> 13. Miscellaneous <br /> 13.1 Headings and captions used in this Agreement are for convenience only and <br /> shall not affect the meaning of this Agreement. <br /> 13.2 This Agreement contains the entire agreement of the parties and supersedes all <br /> prior agreements, discussions and representations, written or oral, concerning <br /> the subject matter hereof. <br /> 13.3 No waiver by the Authority of any term or condition of this Agreement or any <br /> document referred to herein shall,whether by conduct or otherwise, be <br /> construed as a waiver or release of any other term or condition of this <br /> Agreement. <br /> i <br /> 13.4 This Agreement may only be amended in a written agreement signed by both <br /> parties. <br /> 13.5 Except as expressly set forth in section 7, the rights and benefits under this <br /> Agreement shall inure solely to the benefit of the Authority and CEE, and this <br /> Agreement shall not be construed to give any rights, benefits or causes of <br /> action to any third party. <br /> i <br /> i <br /> i <br /> CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT#2917 Page 5 <br />