5.1. SR 10-17-2005 - Laserfiche WebLink

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Section 10.6 Consents and Approvals. In all cases where consents or approvals are required hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or withheld. All consents or approvals shall be in writing in order to be effective. Section 10.7 Representatives. Except as otherwise provided herein, all approvals and other actions required of or taken by the City shall be effective upon action by the City Representative. All actions required of or taken by Developer shall be effective upon action by the Developer Representative. Section 10.8 Supersedin2 Effect. This Agreement reflects the entire agreement of the Parties with respect to the matters covered herein, and supersedes in all respects all prior agreements of the Parties, whether written or otherwise, with respect to such matters. Section 10.9 Relationship of Parties. Nothing in this Agreement is intended, or shall be construed, to create a partnership or joint venture among or between the Parties, and the rights and remedies of the Parties shall be strictly as set forth in this Agreement. Section 10.10 Term. The term of this Agreement shall be effective from the day and year first above written until the earlier of (a) the date this Agreement is terminated pursuant to Section 9.4(c) payment in full of the Tax Increment Revenue Note or any Refunding Bonds, or (c) the date that the City is no longer receiving Available Tax Increment with respect to termination of the Tax Increment District. Section 10.11 Venue. All matters, whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by and determined in accordance with the laws of the State of Minnesota, and the Developer agrees that all legal actions initiated by the Developer or City with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in the State of Minnesota, Sherburne County, District Court and shall not be removed therefrom to any other federal or state court. Section 10.12 Provisions Survivin2 Rescission or Expiration. Section 8.3 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. I 824344vRED V2 to VI; 10/12/05 50