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shall be no reduction in or abatement of the Purchase Price and Seller shall assign all <br />insurance proceeds it received due to the damage or destruction to Buyer. <br />12.4, Broker's Commission. Seller and Buyer represent and warrant to each other that they <br />have dealt with no brokers, real estate agents, fmders or the like in connection with this <br />transaction, other than CBRE, Inc. ("Seller's Broker") which represents Seller. Seller <br />shall pay broker as required by their specific agreement. Seller and Buyer agree to <br />indemnify each other and to hold each other harmless against all claims, damages, costs <br />or expenses of or for any brokers' fees or commissions resulting from their actions or <br />agreements regarding the execution or performance of this Agreement, other than the fees <br />payable to Seller's Broker as above provided, and will pay all costs of defending any <br />action or lawsuit brought to recover any such fees or commissions incurred by the other <br />party, including reasonable attorneys' fees. <br />13.2 Assignment. Buyer may assign Buyer's rights under this Agreement to another entity <br />without Seller's prior written consent. If Seller reassigns its' right to complete this <br />transaction, written notification must be sent to Seller and sent to Seller via the address <br />listed for notices as shown in Section 14. <br />14.3 Survival. All of the terms of this Agreement will survive and be enforceable after the <br />Closing. <br />15.4. Notices. Any notice or communication required or permitted to be given by any party to <br />the other shall be in writing and shall be deemed to have been given in accordance with <br />this Agreement if it is delivered personally to Seller or Buyer or if mailed to either Seller <br />or Buyer in a sealed wrapper by first class United States Mail addressed as follows: <br />If to Seller: <br />If to Buyer: <br />The Housing and Redevelopment Agency in and <br />For the City of Ramsey, Minnesota <br />7550 Sunwood Drive <br />Ramsey MN 55303 <br />Attention: Executive Director <br />Pamela S. Deal <br />PSD, LLC <br />7533 Sunwood Drive NW <br />Suite 315 <br />Ramsey, MN 55303 <br />Mailed notices shall be deemed effective two (2) business days after the date of mailing. <br />Any party may change its address for the service of notice by giving written notice of <br />such change to the other party, in any manner above specified, ten (10) days prior to the <br />effective date of such change. <br />10 <br />