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19. Entire A reement• Amendments. This Agreement constitutes the entire agreement <br />among the parties, and no other agreement prior to this Agreement or contemporaneous herewith <br />shall be effective. MT and City acknowledge and agree that the provisions of the Letter <br />pertaining to Exchange Property and/or Butcher's Spur have previously been satisfied and <br />completed. Accordingly, all provisions of the Letter are hereby merged and terminated by the <br />execution and delivery of this Agreement, except only to the extent as set forth in a separate <br />replacement side letter agreement as may be executed and delivered by Seller, Buyer and <br />Operator on the Closing Date, in the form of the attached Exhibit J. Any purported amendment <br />shall not be effective unless it shall be set forth in writing and executed by the parties or their <br />respective successors or assigns. <br />20. Binding Effect Assignment. This Agreement shall be binding upon and inure to the <br />benefit of the parties and their respective heirs, executors, administrators, successors and assigns. <br />This Agreement may not be assigned by either party without the prior written consent of the <br />other party. <br />21. 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 same <br />is deposited in the United States Mail, registered or certified, postage prepaid; delivered by a <br />nationally recognized overnight delivery company, or actually received by the recipient and <br />addressed as follows: <br />A. If to MT: MT Properties, Inc. <br />• 2380 Wycliff Street, Suite 100 <br />St. Paul, MN 55114 <br />With a copy to: <br />Briggs and Morgan, P.A. <br />Attention: David G. Greening <br />2200 IDS Center <br />80 South Eighth Street <br />Minneapolis, MN 55402 <br />B. If to City: City of New Brighton <br />803 Old Highway 8 NW <br />New Brighton, MN 55112 <br />Attn: City Manager <br />With a copy to: <br />Kennedy & Graven, Chartered <br />Attn: Corrine Heine <br />470 U.S. Bank Plaza <br />200 South Sixth Street <br />Minneapolis, MN 55402 <br />2199835v4 11 <br />