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Olson & Breckner, P.A. <br />150 S. 51h St., Ste. 3230 <br />Minneapolis, MN 55402 <br />Phone: 612-455-1001 <br />Fax No. 612-455-1009 <br />Attn: Gene C. Olson, Esq. <br />Email: golson@olsonbreckner.com <br />Notices, objections and other communications shall be deemed effective upon delivery, if <br />personally delivered, one (1) business day after being deposited with a nationally recognized <br />overnight air courier, two (2) business days after mailing by certified or registered mail, or on the <br />day of facsimile transmission or electronic transmission if the sending party receives transmittal / <br />delivery confirmation from the sending facsimile machine or recipient e-mail account and the <br />sender deposits a copy of the notice or other communication in first class mail, return receipt <br />requested, postage prepaid on the date of the transmission addressed to the addressee as set forth <br />above, all without regard to the actual receipt by addressee <br />17. Assi ent. Buyer may assign this Agreement without the consent of Seller to (i) any party <br />controlled by or under common control with Buyer, or (ii) Commercial Partners Exchange <br />Company, LLC. Seller agrees to execute any and all documents which may be required to <br />effectuate Buyer's assignment of the Agreement in accordance with this paragraph and Paragraph 6. <br />Seller may not assign or delegate its rights or obligations under this Agreement without the prior <br />written consent of Buyer. Any such assignment will not relieve such assigning party of its <br />obligations under this Agreement. Any such assigning party shall provide to the other party a <br />written assignment and assumption of this Agreement between the assigning party and its assignee. <br />18. Time of Essence. Seller and Buyer agree that time shall be of the essence of this <br />Agreement. <br />19. Interpretation. This Agreement shall not be construed more strictly against one party than <br />against the other merely by virtue of the fact that it may have been prepared by counsel for one of <br />the parties, it being recognized that both Seller and Buyer have contributed substantially and <br />materially to the preparation of this Agreement. <br />20. Construction. The headings of the Paragraphs and subsections of this Purchase <br />Agreement are for convenience and reference only and do not form a part hereof, and in no way <br />interpret or construe such Paragraphs and subsections. Wherever the context requires or permits, <br />the singular shall include the plural, the plural shall include the singular and the masculine, <br />feminine and neuter shall be freely interchangeable. <br />21. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the <br />parties' respective heirs, representatives, successors, and permitted assigns. This Agreement is <br />for the sole benefit of Seller and Buyer, and no third party is intended to be a beneficiary of or <br />have the right to enforce this Agreement. <br />12 <br />40 <br />