Agenda - Economic Development Authority - 08/10/2023

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1. Buyer's portion of prorated property taxes. 2. Buyer's own attorney's fees. 3. One-half the cost of any closing fees. 4. Documentary and recording fees for the deed(s). 5. The cost of the owner's title insurance policy, if Buyer elects to purchase an Owner's title insurance policy. d. Possession. Seller must deliver possession of the Property to Buyer at Closing. 15. 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, other than CBRE, Inc. ("Seller's Broker"). Seller shall pay Seller's Broker as required by their agreement 3% of final gross sale price. 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, other than the fees payable to Seller's Broker, 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. 16. ASSIGNMENT. This Agreement may not be assigned without the written consent of the non -assigning Party. The Seller recognizes the Buyer intends to assign this Agreement to an affiliated special purpose entity that will be registered officially with the State of Minnesota. Consent will not be reasonable withheld, conditioned, or delayed. 17. THIRD PARTY BENEFICIARY. There are no third -party beneficiaries of this Agreement, intended or otherwise. 18. JOINT VENTURE. Seller and Buyer, by entering into this Agreement and completing the transactions described herein, shall not be considered joint ventures or partners. 19. 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. 20. 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. 21. BINDING EFFECT. This Agreement binds and benefits the Parties and their successors and assigns. 22. CONTROLLING LAW. This Agreement is made under the laws of the State of Minnesota and such laws will control its interpretation. -10- Error! Unknown document property name.