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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 />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 />CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT #2917 Page S <br />