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DocuSign Envelope ID: 1 D7DF6CE-1 FE8-46C2-846A-D23B59B6B176 <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 CBRE, Inc. ("Sellers Broker"). Seller shall pay Seller's <br /> Broker as required by their agreement 3% of final gross sale price. Seller and Buyer <br /> agree to indemnify each other and to hold each other harmless against all claims, <br /> damages, costs or expenses of or for any broker's fees or commissions resulting for their <br /> actions or agreements regarding the execution or performance of this Agreement, other <br /> than the fees payable to Seller's Broker, and will pay all costs of defending any action or lawsuit <br /> brought to recover any such fees or commissions incurred by the other party, <br /> 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. <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 /> 21. CONTROLLING LAW. This Agreement is made under the laws of the State of <br /> Minnesota and such laws will control its interpretation. <br /> 22. 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 /> Buyer's default is retention of the Earnest Money, unless Buyer defaults under <br /> 2636471.v4 Page 8 of 12 <br />