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representations is limited to the actual knowledge of SELLER. Except as herein expressly stated, BUYER is purchasing the Property based upon its own investigation and inquiry and is not relying on any representation of SELLER or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions of examination herein set forth and the express warranties herein contained. Consummation of this Agreement by BUYER with knowledge of any such breach by SELLER will not constitute a waiver or release by BUYER of any claims due to such breach. SELLER shall have the right to assume defense of any claim asserted by a third party against BUYER for which SELLER is indemnifying BUYER under this Paragraph 8 with counsel reasonably acceptable to BUYER so long as SELLER is diligently defending such claim; provided that BUYER may participate in such proceeding at BUYER'S expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for SELLER representing both SELLER and BUYER in which event SELLER shall also pay the legal fees and expenses of BUYER in connection with such claim or proceeding. Neither SELLER nor BUYER shall settle any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the other and no assumption of any obligation or monetary payment for which BUYER has not been fully indemnified. 9. BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER represents and warrants that it has full right and authority to execute this Agreement and to execute and deliver all documents and instruments required of BUYER under the provisions of this Agreement. 10. CLOSING. Closing shall be at the office of Registered Abstractors Inc. Title Company ( "Title "), 2115 3r Avenue, Anoka, Minnesota 55303 or such other office as the BUYER and SELLER may hereafter agree. Closing shall take place on the date that is sixty (60) days from the date of this Agreement or such earlier date as the parties hereto may agree upon in writing (the "Closing Date "). On the Closing Date, Seller shall execute and /or deliver to Buyer the following (collectively, "Seller's Closing Documents "): a. A warranty deed, conveying the Property to BUYER, free and clear of all liens, security interests, leases, restrictions, charges and encumbrances, except as provided in paragraphs 8.a. and b. b. A well certificate pursuant to Paragraph 8.1. c. If the Property contains or contained a storage tank, an affidavit with respect thereto, as required by Minn. Stat. Section 116.48. 5