6. HRSR 12-04-2006 - Laserfiche WebLink

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The remedies set forth in this Section 20(b) are Buyer's sole and exclusive remedies in the event of Seller's default; provided, however, if Seller defaults in the performance of Seller's obligations under Section 7(e) or if Buyer asserts a claim for misrepresentation, breach of warranty or indemnity under Section 12 within the time period set forth in Section 12, Buyer may seek to recover Buyer's actual damages. 21. Termination of this Agreement. Sections 10, 16, 17 and 20(b) of this Agreement allow Buyer to terminate this Agreement under certain conditions. The following procedures must govern the Parties exercise of their termination rights: a. Buyer must notify Seller, in writing, of Buyer's intent to terminate this Agreement. b. Buyer's notice must recite the Section of this Agreement that authorizes Buyer's termination of this Agreement and must describe the facts and circumstances which Buyer asserts justify termination under the referenced Section. c. Buyer's notice of termination is effective as of the date Buyer deposits the notice of termination with the United States Postal Service, with all necessary postage paid, for delivery to Seller via certified mail, return receipt requested at the address set forth in Section 1 above. If Buyer delivers a notice of termination in a different manner than described in the preceding sentence, the notice of termination is effective as of the date Seller actually receives the notice of termination. Buyer must also mail a copy of the notice of termination to the Parties respective attorneys as provided for in Section 24 below. d. If Seller disputes Buyer's right to terminate this Agreement, Seller must so notify Buyer, in writing, within three (3) business days of Seller's receipt of Buyer's notice of termination. e. If Seller does not dispute Buyer's right to terminate the Agreement, Buyer must execute and delivery to Seller a recordable quit claim deed evidencing the termination of this Agreement. f. If either Party disputes the validity of an attempted termination of this Agreement, that Party may initiate a civil action in a court of competent jurisdiction to determine the status of this Agreement, and the Party that prevails in any such action is entitled to recover the costs and reasonable attorneys' fees which such Party incurs in the action from the non-prevailing Party. g. Section 20(a) provides for Seller's termination of this Agreement under certain circumstances. Seller's termination of this Agreement pursuant to Section 20(a) is governed by Minnesota Statutes, Chapter 559 and not by this Section 21. 22. Time. Time is of the essence for all provisions of this Agreement. 23. Survival of Terms. The Parties' obligations under this Agreement and the representations and warranties which the Parties have recited in this Agreement survive Seller's 1941727v7 1 1