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17. REAL ESTATE BROKERS. Seller and Buyer represent and warrant to each other that <br /> they have dealt with no brokers, real estate agents, finders or the like in connection with <br /> this transaction, other than CBRE, Inc. ("Seller's Broker"),which represents the seller, <br /> and Platinum Properties Group, Inc. ("Buyer's Broker"), which represents Buyer. Seller <br /> has agreed to pay a commission of seven percent(7%), which will be split evenly <br /> between Seller's Broker and Buyer's Broker. Seller and Buyer agree to indemnify each <br /> other and to hold each other harmless against all claims, damages, costs or expenses of or <br /> for any broker's fees or commissions resulting for their actions or agreements regarding <br /> the execution or performance of this Agreement, other than the fees payable to Seller's <br /> and Buyer's Broker, and will pay all costs of defending any action or lawsuit brought to <br /> recover any such fees or commissions incurred by the other party, including reasonable <br /> attorney's fees. <br /> 18.ASSIGNMENT. This Agreement may not be assigned without the written consent of <br /> the non-assigning Party with the exception of a partnership or limited liability company <br /> owned by Jeffrey Hagen and Kevin Klodt, or their wholly owned entity. <br /> 19. THIRD PARTY BENEFICIARY. There are no third party beneficiaries of this <br /> Agreement, intended or otherwise. <br /> 20. JOINT VENTURE. Seller and Buyer, by entering into this Agreement and completing <br /> the transactions described herein, shall not be considered joint ventures or partners. <br /> 21. CAPTIONS. The paragraph headings or captions appearing in this Agreement are for <br /> convenience only, are not a part of this Agreement, and are not to be considered in <br /> interpreting this Agreement. <br /> 22. ENTIRE AGREEMENT/MODIFICATION. This written Agreement, and the related <br /> Development Agreement, if any, constitutes the complete agreement between the parties <br /> and supersedes any prior oral or written agreements between the parties regarding the <br /> Property. There are no verbal agreements that change this Agreement and no waiver or <br /> modification of any of its terms will be effective unless in writing executed by the parties. <br /> In the event the terms of this Agreement conflict with the terms of the Development <br /> Agreement, the latter shall control. <br /> 23. BINDING EFFECT. This Agreement binds and benefits the Parties and their <br /> successors and assigns. <br /> 24. CONTROLLING LAW. This Agreement is made under the laws of the State of <br /> Minnesota and such laws will control its interpretation. <br /> 25. REMEDIES. <br /> a. If Buyer fails to perform any of the terms or conditions of this Agreement within <br /> the specified time limits, Seller may declare this Agreement terminated pursuant <br /> to Minnesota Statutes section 559.21. Seller's sole remedy in the event of <br /> 9 <br /> DOCS45557612-0 <br />