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to SELLER so long as BuyER is diligently defending such claim; provided that SELLER may <br />participate in such proceeding at :SELLER'S expense unless there is an actual or potential <br />material conllict of' interest (which is got waived by the parties) of the counsel for BUYER <br />representing both BUYER and SELLER in which event BUYER shall also pay the legal fees <br />and expenses of SELLER in connection with such claim or proceeding. Neither BUYER nor <br />S!!;LI~ER shall settle any such clain~ without the consent of the other (which consent shall not be <br />unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of <br />liabilily on the part of the other and no 'assumption of any obligation or monetary payment for <br />which SI,;LLER has not been fully indemnified. <br /> <br /> 13. CLOSING. Closing shall be at the office of REGISTERED ABSTRACTERS, <br />INC., 2115 - 3'''~ Avenue North, Anoka,iMinnesota 55303, or such other office as the BUYER <br />and SEI~LER may herea'tter agree. Closing shall take place within thirty (30) days from the date <br />o1' this Agreement or such earlier date as ihe parties hereto may agree upon (the "Closing Date"). <br />()n thc Closing Date. BI. JYERishall deliver the Purchase Price to SELLER and SELLER shall <br />execute ;md/or deliver to BUYER the following (collectively, "SELLER'S Closing <br />l)ocumcnts"): <br /> <br />Co <br /> <br />A warranty dqed, eonVeying the Property to BUYER, free and clear of all <br />liens, security!interissts, leases, restrictions, charges and encumbrances. <br /> <br />:A well CertifiCate and/or a Sewage Treatment System Disclosure pursuant <br />to Paragraph 1'0,i(5). <br /> <br />If the Property contains or contained a storage tank, an afl, davit with <br />respect thereto, as required by Minn. Stat. Section 116.48. <br /> <br />A non-foreign affidavit, (FIRPTA affidavit) properly executed and in <br />recordable form, Containing such information as is required by IRC <br />Section 1445(b)(2) m~d its regulations. <br /> <br />An appropriate Federal Income Tax reporting form, if any is required. <br /> <br /> f. Such further affid.avits of SELLER, certificates of value or other <br /> documents as may be reasonably required by BUYER'S title company in <br /> order to record:the SELLEI/'S Closing Documents and issue BUYER the <br /> Owner's title inCurance policy required by this Agreement. <br /> <br /> 14. EVIDENCE OF TITLE.~ EVidence of Title. Within ten (10) days after <br />execution ot' this Agreement, SELLER shall furnish BUYER: <br /> <br />A current certified Abstract of Title, together with proper searches <br />covering bankruptcy, federal and state judgments and tax liens, real estate <br />taxes and special assessments. <br /> <br />r 7 <br /> <br /> <br />