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12. BUYER'S INDEMNITY. BUYER will indemnify SELLER, her successors and <br />assigns, against, and will hold SELLER, her successors and assigns, harmless from, any expenses <br />or damages, including reasonable attorneys' fees, that SELLER incurs because of the breach of any <br />of the representations and warranties contained in Paragraph 11, whether such breach is discovered <br />before or after closing. Each of the representation and warranties herein contained shall survive the <br />Closing. Wherever herein a representation is made "to the best knowledge of BUYER", such <br />representations is limited to the actual knowledge of BUYER. Consummation of this Agreement <br />by SELLER with knowledge of any such breach by BUYER will not constitute a waiver or release <br />by SELLER of any claims due to such breach. BUYER shall have the right to assume defense of <br />any claim asserted by a third party against SELLER for which BUYER is indemnifying SELLER <br />under this paragraph 12 with counsel reasonably acceptable to SELLER so long as BUYER is <br />diligently defending such claim; provided that SELLER may participate in such proceeding at <br />SELLER'S expense unless there is an actual or potential material conflict of interest (which is not <br />waived by the parties) of the counsel for BUYER representing both BUYER and SELLER in <br />which event BUYER shall also pay the legal fees and expenses of SELLER in connection with <br />such claim or proceeding. Neither BUYER nor SELLER shall settle any such claim without the <br />conseut of the other (which consent shall not be unreasonably withheld, conditioned or delayed), <br />unless such settlement requires no admission of liability on the part of the other and no assumption <br />of any obligation or monetary payment for which SELLER has not been fully indemnified. <br /> <br /> 13. CLOSING, Closing shall be at the office of REGISTERED ABSTRACTERS, <br />INC., 2115 - 3rd Avenue North, Anoka, Minnesota 55303, or such other office as the BUYER and <br />SELLER may hereafter agree. Closing shall take place within forty (40) days from the date of this <br />Agreement or such earlier date as the parties hereto may agree upon (the "Closing Date"). On the <br />closing date, BUYER shall deliver the Purchase Price to SELLER and SELLER shall execute <br />and/or deliver to BUYER the following (collectively, "SELLER'S Closing Documents"): <br /> <br />A warranty deed, conveying the Property to BUYER, free and clear of all <br />liens, security interests, leases, restrictions, charges and encumbrances, other <br />than described or attached hereto as Permitted Encumbrances. <br /> <br />b. A well certificate. <br /> <br />Co <br /> <br />If the Property contains or contained a storage tank, an affidavit with respect <br />thereto, as required by Minn. Stat. Section 116.48. <br /> <br />A non-foreign affidavit, (FIRPTA affidavit) properly executed and in <br />recordable form, containing such information as is required by IRC Section <br />1445(b)(2) and its regulations. <br /> <br />If Torrens, the owner's duplicate certificates of title, if any, regarding the <br />Property. <br /> <br />f. An appropriate Federal Income Tax reporting form, if any is required. <br /> <br />go <br /> <br />Such further affidavits of SELLER, certificates of value or other documents <br />as may be reasonably required by BUYER'S title company in order to record <br /> <br />5 <br /> <br /> <br />