Agenda - Council - 10/27/2020 - Laserfiche WebLink

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DocuSign Envelope ID: 212BB42A-7CCF-455C-9E93-F2222C55BE12 6. Buyer shall pay all special assessments levied or pending against the Property as of the Closing Date. d. Possession. Seller must deliver possession of the Property to Buyer at Closing. 14. REAL ESTATE BROKERS. Seller and Buyer represent and warrant to each other that they have dealt with no brokers, real estate agents, finders or the like in connection with this transaction Seller and Buyer agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any broker's fees or commissions resulting for their actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorney's fees. Buyer discloses that Buyer is a licensed real estate company and is acquiring an option to purchase the Property for Buyer's own account. Many employees of Buyer are licensed real estate brokers and salespersons. 15. ASSIGNMENT. Seller may not assign this Agreement without the written consent of Buyer. Buyer may assign its interest in this Agreement without restriction, to (i) any entity controlling, controlled by or under common control with Buyer, (ii) any entity which succeeds to Buyer in a merger or acquisition, (iii) an entity that will act as a land bank for the benefit of Buyer, or (iv) to any entity simultaneous with a Closing. Buyer may also assign this Agreement to an unaffiliated third party with the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed. In the event the Buyer assigns the Agreement, Buyer shall no longer be liable hereunder. 16. THIRD PARTY BENEFICIARY. There are no third -party beneficiaries of this Agreement, intended or otherwise. 17. JOINT VENTURE. Seller and Buyer, by entering into this Agreement and completing the transactions described herein, shall not be considered joint ventures or partners. 18. CAPTIONS. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 19. ENTIRE AGREEMENT / MODIFICATION. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver or modification of any of its terms will be effective unless in writing executed by the parties. 20. BINDING EFFECT. This Agreement binds and benefits the Parties and their successors and assigns. 21. CONTROLLING LAW. This Agreement is made under the laws of the State of Minnesota and such laws will control its interpretation. {00255405 2} Page 9 of 14