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184949v1 10 <br /> <br />(d) Entire Agreement; Amendments. This Agreement constitutes the entire <br />agreement among the parties and no other agreement prior to this Agreement or <br />contemporaneous herewith shall be effective except as expressly set forth or incorporated <br />herein. Any purported amendment shall not be effective unless it shall be set forth in <br />writing and executed by the parties or their respective successors or assigns. <br /> <br />(e) Binding Effect; Assignment. This Agreement shall be binding upon and inure to <br />the benefit of the parties and their respective heirs, executors, administrators, successors and <br />assigns. <br /> <br />(f) Notice. Any notice, demand, request or other communication which may or shall be <br />given or served by the parties shall be deemed to have been given or served on the date the <br />same is deposited in the United States Mail, registered or certified, postage prepaid; <br />delivered by a nationally recognized overnight delivery company, or actually received by <br />the recipient and addressed as follows: <br /> <br />(i) If to City: City Administrator <br /> City of Orono <br />P.O. Box 66 <br />Crystal Bay, MN 55323-0066 <br /> <br />(ii) If to the Barkleys: 3640 Bayside Road <br /> Long Lake, MN 55356 <br /> <br />(g) Headings. The headings of the sections and subsections of this Agreement are <br />for convenience of reference only and does not form a part hereof, and in no way <br />interpret or construe such sections and subsections. <br /> <br />(h) Survival of Covenants, Representations, Warranties and Agreements. All <br />covenants, representations, warranties and agreements contained herein shall survive the <br />closing. Nevertheless, any claim that either party has breached a representation or <br />warranty must be in writing and must be given by the non-breaching party within two <br />years of the Date of Closing or be deemed waived. <br /> <br />(i) Governing Law. This Agreement shall be governed by the laws of the State of <br />Minnesota. <br /> <br />(j) Counterpart signatures. The parties agree that this Agreement may be executed <br />in two or more counterparts, all of which when taken together shall comprise one and the <br />same instrument. Each party agrees that the other party may rely upon facsimile copies <br />of the signatures of such party. <br /> <br /> <br />IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above.