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under this Agreement, Buyer may terminate the Agreement upon thirty(30)days' written <br /> notice to Seller(Seller having cure rights during the 30-day period), and thereafter, <br /> neither party shall have any further rights or obligations hereunder. <br /> 15. NIISCELLANEOUS PROVISIONS. <br /> a. Voluntary and Knowing Action. The Parties, by executing this Agreement, <br /> state that they have carefully read this Agreement and understand fully the <br /> contents thereof; that in executing this Agreement they voluntarily accept all <br /> terms described in this Agreement without duress, coercion,undue influence,or <br /> otherwise, and that they intend to be legally bound thereby. <br /> b. Authorized Signatories. The Parties each represent and warrant to the other that <br /> (1)the persons signing this Agreement are authorized signatories for the entities <br /> represented, and(2)no further approvals, actions or ratifications are needed for <br /> the full enforceability of this Agreement; each pariy indemnifies and holds the <br /> other harmless against any breach of the foregoing representation and warranty. <br /> c. Data Practices. The parties acknowledge that this Agreement is subject to the <br /> requirements of Minnesota's Government Data Practices Act, Minnesota Statutes, <br /> Section 13.01 et seq. <br /> d. Assignment. This Agreement may not be assigned by either Party without the <br /> written consent of the other Party, which consent shall not be unreasonably <br /> withheld, conditioned or delayed. <br /> e. Headings and Captions. Headings and captions contained in this Agreement are <br /> for convenience only and are not intended to alter any of the provisions of this <br /> Agreement and shall not be used for the interpretation of the validity of the <br /> Agreement or any provision hereof. <br /> f. Survival. The respective covenants, agreements, indemnifications,warranties <br /> and other terms of this Agreement will survive and be in full force and effect after <br /> the Closing, and shall not be deemed to have merged into any of the Closing <br /> Documents. <br /> g. Other pocuments. Each Party to this Agreement agrees,both at the Closing and <br /> after the Closing, to execute such other documents as may be reasonably <br /> requested by the other Party in order to complete the transactions contemplated by <br /> this Agreement. <br /> h. Counterparts. This Purchase Agreement may be executed in counterparts, each <br /> of which shall be deemed an original, and which together shall constitute a single, <br /> integrated contract. <br /> 7 <br />