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pursuant to the procedures set forth above. Buyer and Seller hereby agree to hold the Earnest <br />Money Agent harmless from any claims or defenses arising out of this Escrow Agreement and <br />indemnify the Earnest Money Agent for all costs and expenses in connection with this escrow, <br />including court costs, attorneys' fees, except for claims arising out of the Earnest Money Agent's <br />failure to account for the funds held and costs and expenses incurred by the parties in connection <br />with such a claim. <br />To the extent that the provisions of this Escrow Agreement are inconsistent with the <br />provisions of the Purchase Agreement, the provisions of this Escrow Agreement will control. <br />The Earnest Money Agent will not charge a fee for acting as an escrow agent. <br />SELLER: BUYER: <br />By: By: <br />Its: Chair Its: Chief Manager <br />By: By: <br />Its: Executive Director <br />Address: Address: <br />Ramsey Municipal Center <br />7550 Sunwood Drive <br />Ramsey, Minnesota 55303 <br />Attn: Executive Director <br />Taxpayer Identification Number Taxpayer Identification Number <br />or Social Security Number: or Social Security Number: <br />D-2 <br />4937063v3 <br />