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of any such breach by SELLER will not- constitute a waiver or release by <br />BUYER of any claims due- to such breach. SELLER shall have the right to <br />assume defense of any claim asserted by a third party against. BUYER for <br />which SELLER is indemnifying BUYER under this Paragraph 9 with <br />counsel reasonably acceptable to BUYER so long as SELLER is diligently <br />defending such claim; provided that BUYER may participate in such <br />proceeding at BUYER'S expense unless there is an actual or potential <br />material conflict of interest (which is not waived by the parties) of the <br />counsel for SELLER representing both SELLER and BUYER in which <br />event SELLER shall also pay the legal fees and expenses of BUYER in <br />.connection with such claim or proceeding. Neither SELLER nor BUYER <br />shall settle any such claim without the consent of the other (which consent <br />shall not be unreasonably withheld, conditioned or delayed), unless such <br />settlement requires no admission of liability on the part of the other and no <br />assumption of any obligation or monetary payment for which BUYER has <br />not been fully indemnified. <br />11. BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER represents <br />and warrants that it has full right and authority to execute this. Agreement and to execute and <br />-deliver- all documents and instruments required of -BUYER under the -.provisions_-of .this...._ .. _ . <br />Agreement. <br />12. BUYER'S INDEMNITY. BUYER will indemnify SELLER, his heirs, <br />successors and assigns, against, and will hold SELLER, his .heirs, successors and assigns, <br />harmless from, any expenses or damages, including reasonable attorneys' fees, that SELLER <br />incurs because of the breach of any of the representations and warranties contained in this <br />Paragraph 11, whether such breach is discovered before or after closing. Each of the <br />representation and warranties herein contained shall survive the Closing. Wherever herein a <br />representation is made "to the best knowledge of BUYER", such representations is limited to the <br />actual knowledge of BUYER. Consummation of this Agreement by SELLER with knowledge <br />of any such breach by BUYER will not constitute a waiver or release by SELLER of any claims <br />due to such breach. BUYER shall have the right to assume defense of any claim asserted by a <br />third party against SELLER for which BUYER is indemnifying SELLER under this paragraph <br />11 with counsel reasonably acceptable to SELLER so long as BUYER is diligently defending <br />such claim; provided that SELLER may participate in such proceeding at SELLER'S expense <br />unless there is an .actual or potential material conflict of interest (which is not waived by the <br />parties) of the counsel for BUYER representing both BUYER and SELLER in which event <br />BUYER shall also pay the legal fees and expenses of SELLER in connection with such claim or <br />proceeding. Neither BUYER nor SELLER shall settle any such claim without the consent of the <br />other (which consent shall not be unreasonably withheld, conditioned or delayed), unless such <br />settlement requires no admission of liability on the part of the other and no assumption of any <br />obligation or monetary payment for with SELLER has not been fully indemnified. <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 <br />and SELLER may hereafter agree. Closing shall take place within thirty (30) days from the date <br />5 <br />-33- <br />