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i. At Closing, the following Seller closing costs and expenses must be paid <br />from the Purchaser Price or, if the Purchase Price is not sufficient, paid by <br />Seller: <br />1. Seller's portion of the prorated property taxes. <br />2. Seller's own attorney's fees. <br />3. One-half the cost of any closing fees. <br />4. The cost of real estate broker commission fees as prescribed in <br />Section 14. <br />ii. At Closing Buyer must pay the Purchase Price to Seller and the following <br />costs and expenses: <br />1. Buyer's portion of prorated property taxes. <br />2. Buyer's own attorney's fees. <br />3. One-half the cost of any closing fees. <br />4. Documentary and recording fees for the deed(s). <br />5. The cost of the owner's title insurance policy, if Buyer elects to <br />purchase an Owner's title insurance policy. <br />6. State deed tax. <br />d. Possession. Seller must deliver possession of the Property to Buyer at Closing. <br />14. 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. Seller and Buyer agree to indemnify each other and to hold each other <br />harmless against all claims, damages, costs or expenses of or for any broker's fees or <br />commissions resulting for their actions or agreements regarding the execution or <br />performance of this Agreement, other than the fees payable to Seller's Broker, and will <br />pay all costs of defending any action or lawsuit brought to recover any such fees or <br />commissions incurred by the other party, including reasonable attorney's fees. <br />15. ASSIGNMENT. This Agreement may not be assigned without the written consent of <br />the non -assigning Party. The Seller recognizes the Buyer intends to assign this <br />Agreement to an affiliated special purpose entity that will be registered officially with the <br />State of Minnesota. Notwithstanding, Seller agrees to allow Buyer to assign its rights <br />under this Agreement without Seller's consent so long as the assignee is controlled by or <br />under common control with Buyer. <br />16. THIRD PARTY BENEFICIARY. There are no third party beneficiaries of this <br />Agreement, intended or otherwise. <br />17. JOINT VENTURE. Seller and Buyer, by entering into this Agreement and completing <br />the transactions described herein, shall not be considered joint venturers or partners. <br />Page 8 of 13 <br />