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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 />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, other than Premier Commercial Properties LLC (`'Buyer's Broker") and <br />CBRE, Inc. ("SeIlers Broker"). Seller shall pay Seller's Broker as required by their <br />agreement 6% of final gross sale price to be evenly split between Premier Commercial <br />Properties, LLC and CBRE, Inc.. Seller and Buyer agree to indemnify each other and to <br />hold each other harmless against all claims. damages, costs or expenses of or for any <br />broker's fees or commissions resulting for their actions or agreements regarding the <br />execution or performance of this Agreement, other than the fees payable to Seller's <br />Broker, and will pay all costs of defending any action or lawsuit brought to recover any <br />such fees or commissions incurred by the other party, including reasonable attorney's <br />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. <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 ventures or partners. <br />18. 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 />19. ENTIRE AGREEMENT / MODIFICATION. This written Agreement constitutes the <br />complete agreement between the parties and supersedes any prior oral or written <br />agreements between the parties regarding the Property. There are no verbal agreements <br />that change this Agreement and no waiver or modification of any of its terms will be <br />effective unless in writing executed by the parties. <br />20. BINDING EFFECT. This Agreement binds and benefits the Parties and their <br />successors and assigns. <br />Page 8 of 13 <br />