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Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the <br />condemnation proceedings without Buyer's prior written consent. <br />10. Broker's Commission Seller and Buyer represent and warrant to each <br />other that they have dealt with no other brokers, finders or the like in connection with this <br />transaction, and agree to indemnify each other and to hold each other harmless against all claims, <br />damages, costs or expenses of or for any other such fees or commissions resulting from their <br />actions or agreements regarding the execution or performance of this Agreement, and will pay all <br />costs of defending any action or lawsuit brought to recover any such fees or commissions <br />incurred by the other parry, including reasonable attorney's fees. <br />11. Assig_ ent Buyer may assign its rights under this Agreement before <br />Closing. Any such assignment will not relieve the Buyer of its obligations under this <br />Agreement. <br />12. Survival All of the terms of this Agreement will survive and be <br />enforceable after the Closing. <br />13. Notices Any notice required or permitted to be given by any party upon <br />the other is given in accordance with this Agreement if it is directed to Seller by delivering it <br />personally to an officer of Seller, or if it is directed to Buyer, by delivering it personally to an <br />officer of Buyer, or if mailed in a sealed wrapper by United States registered or certified mail, <br />return receipt requested postage prepaid, or if deposited cost paid with a nationally recognized, <br />reputable overnight courier, properly addressed as follows: <br />If to Seller: City of Ramsey <br />7550 Sunwood Drive N.W. <br />Ramsey, MN 55303 <br />Attn: City Administrator <br />With copy to: William K. Goodrich, Esq. <br />Randall, Goodrich and Fitzpatrick <br />2140 4 Avenue North <br />Anoka, MN 55303 <br />Telephone: 763-421-5424 <br />E -mail: lbgood@,Anokalaw.com <br />If to Buyer: Ace Solid Waste, Inc. <br />5601 McKinley Street N.W. <br />Ramsey, MN 55303 <br />Attn: Mike Berkopec <br />Telephone: 763 - 398 -3110 <br />E -mail: mike@,acesolidwaste.com <br />With copy to: Michael F. Hurley, Esq. <br />Barra, Guzy & Steffen, Ltd. <br />400 Northtown Financial Plaza <br />200 Coon Rapids Blvd. <br />Coon Rapids, MN 55433 <br />Telephone: 763-780-8500 <br />E -mail: mhurlev@bes.com <br />—247— <br />