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49461726v5 <br /> <br />12 <br />222417v6 <br /> <br />(b) If Seller defaults on any of its material obligations under this Agreement and fails <br />to cure such default within ten (10) days after receiving written notice thereof, Purchaser shall be <br />entitled as its sole remedy to terminate this Agreement and the immediate return of the Deposit. <br />Purchaser shall not have the right to recover any other damages of any kind from Seller or to obtain <br />other equitable adjustment to the terms of the sale of the Property. <br /> <br />20. “AS IS” PURCHASE. Except as set forth in this Purchase Agreement or any <br />document contemplated hereby, (i) the Property is being sold, conveyed, assigned, transferred and <br />delivered “as is, where is,” on the date hereof, and in its condition on the date hereof, “with all <br />faults,” and Seller is not making, and expressly disclaims, any other representation or warranties <br />written or oral, statutory, express or implied, concerning the Property, including but not limited to, <br />representations or warranties relating to value or quality of the Property or with respect to this <br />Purchase Agreement or the transactions contemplated hereby or thereby, and (ii) Seller specifically <br />disclaims any representation or warranty of merchantability, usage, suitability or fitness for any <br />particular purpose with respect to the Property or any part thereof, or as to the workmanship <br />thereof, or the absence of any defects therein, whether latent or patent. <br /> <br />21. PURCHASER ACKNOWLEDGEMENT. Purchaser acknowledges that any <br />future use of the Property may require a replat as a lot and block for future use of the Property. <br /> <br />22. MISCELLANEOUS. The following general provisions govern this Agreement: <br />(a) Time is of the Essence. The Closing Date, as the same may be extended pursuant <br />to the terms of this Agreement, is of the absolute essence. <br /> <br />(b) Governing Law. This Agreement is made and executed under and in all respects is <br />to be governed and construed under the laws of the State of Minnesota. <br /> <br />(c) Notices. Any notice required to be given to Seller or Purchaser pursuant to this <br />Agreement is given in accordance with this Agreement if it is in writing signed by the party or its <br />counsel identified below, and shall be served (as an alternative to personal service) and if it is <br />directed to Seller by delivering it personally to an officer of Seller, or if it is directed to Purchaser, <br />by delivering it personally to the City Manager of Purchaser, or if deposited cost paid with a <br />nationally recognized reputable overnight courier for overnight delivery or by email transmission <br />(followed promptly by personal service or overnight courier service of a hard copy), property <br />addressed as follows: <br /> <br /> Seller: City of Elk River <br /> 13065 Orono Parkway <br /> Elk River, MN 55330 <br /> Attention: Calvin Portner <br /> Email: CPortner@ElkRiverMN.gov <br /> <br />