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Authentisign ID: 9E3CC3C7-60D0-F011-8195-00OD3A1 E5303
<br />COMMERCIAL PURCHASE AGREEMENT
<br />308. Page 8
<br />Date December
<br />3rd 2025
<br />309. Property located at 6701, 6745 Highway 10 NW Ramsey 55303
<br />310. SUCCESSORS AND ASSIGNS: All provisions of this Purchase Agreement shall be binding on successors and
<br />311. assigns.
<br />312. CLOSING COSTS: Buyer or Seller may be required to pay certain closing costs, which may effectively increase the
<br />313. cash outlay at closing or reduce the proceeds from the sale.
<br />314. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): Section 1445 of the Internal Revenue Code
<br />315. provides that a transferee ("Buyer") of a United States real property interest must be notified in writing and must
<br />316. withhold tax if the transferor ("Seller") is a foreign person and no exceptions from FIRPTA withholding apply. Buyer
<br />317. and Seller agree to comply with FIRPTA requirements under Section 1445 of the Internal Revenue Code.
<br />318. Seller shall represent and warrant, under the penalties of perjury, whether Seller is a "foreign person" (as the same
<br />319. is defined within FIRPTA), prior to closing. Any representations made by Seller with respect to this issue shall survive
<br />320. the closing and delivery of the deed.
<br />321. Buyer and Seller shall complete, execute, and deliver, on or before closing, any instrument, affidavit, or statement
<br />322. reasonably necessary to comply with the FIRPTA requirements, including delivery of their respective federal taxpayer
<br />323. identification numbers or Social Security numbers.
<br />324. Due to the complexity and potential risks of failing to comply with FIRPTA, including the Buyer's responsibility for
<br />325. withholding the applicable tax, Buyer and Seller should seek appropriate legal and tax advice regarding FIRPTA
<br />326. compliance, as the respective licensees representing or assisting either party will be unable to assure either
<br />327. party whether the transaction is exempt from FIRPTA withholding requirements.
<br />328. NOTE: MN Statute 500.221 establishes certain restrictions on the acquisition of title to agricultural land by aliens
<br />329. and non -American corporations. Please seek appropriate legal advice if this Purchase Agreement is for the
<br />330. sale of agricultural land and Buyer is a foreign person.
<br />331. ACCEPTANCE DEADLINE: This offer to purchase, unless accepted sooner, shall be withdrawn at 11:59 P.M.,
<br />332. December loth 2025 , and in such event all earnest money shall be returned to Buyer.
<br />333. CONDEMNATION: If, prior to the closing date, condemnation proceedings are commenced against all or any part
<br />334. of the Property, Seller or licensee representing or assisting Seller, shall immediately give written notice to Buyer, or
<br />335. licensee representing or assisting Buyer, of such fact and Buyer may, at Buyer's option (to be exercised within thirty (30)
<br />336. days after Seller's notice), declare this Purchase Agreement canceled by written notice to Seller or licensee representing
<br />337. or assisting Seller, in which case this Purchase Agreement is canceled and neither party shall have further obligations
<br />338. under this Purchase Agreement. In the event Buyer declares the Purchase Agreement canceled, Buyer and Seller
<br />339. shall immediately sign a written cancellation confirming such cancellation and directing all earnest money paid
<br />340. here to be refunded to Buyer. If Buyer fails to give such written notice, then Buyer shall be bound to proceed with
<br />341. closing, subject to any other contingencies to this Purchase Agreement. In such event, there shall be no reduction in
<br />342. the purchase price, and Seller shall assign to Buyer at the closing date all of Seller's rights, title, and interest in and to
<br />343. any award made or to be made in the condemnation proceedings. Prior to the closing date, Seller shall not designate
<br />344. counsel, appear in, or otherwise act with respect to, the condemnation proceedings without Buyer's prior written
<br />345. consent.
<br />346. MUTUAL INDEMNIFICATION: Seller and Buyer agree to indemnify each other against, and hold each other harmless
<br />347. from, all liabilities (including reasonable attorneys' fees in defending against claims) arising out of the ownership,
<br />348. operation, or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will
<br />349. not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash
<br />350. payments directly attributable to the liability in question (net of the cost of collection, including reasonable attorneys'
<br />351. fees); or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If, and
<br />352. to the extent that, the indemnified party has insurance coverage, or the right to make claim against any third party for
<br />353. any amount to be indemnified against, as set forth above, the indemnified party will, upon full performance by the
<br />354. indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are
<br />355. not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and
<br />356. assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payable
<br />357. made by such party.
<br />MNC:PA-8 (8/25)
<br />Minnesota
<br />Realtorsr
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