4.4. SR 08-07-2107 - Laserfiche WebLink

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Sellers agree to defend, indemnify and hold the Buyer harmless for, from, and against any loss, costs, damages, expenses, obligations and attorneys' fees incurred should an assertion, claim, demand, action or cause of action be instituted, made or taken, which is contrary to or inconsistent with the representations or warranties contained herein. 10. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; (b) any survey or environmental investigation costs incurred by it; (c) any transfer taxes, recording fees and Well Disclosure fees required to enable the Buyer to record its deed from the Sellers under this Agreement; (e) fees and charges related to the filing of any instrument required to make title marketable; (0 title evidence and updating costs; and (g) the closing fees charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement. Each party shall pay its own attorney fees. 11, Inspections. From the date of this Agreement to the Closing Date, the Buyer, its employees and agents, shall be entitled to enter upon the Property to conduct such surveying, inspections, investigations, soil borings and testing, and drilling, monitoring, sampling and testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Sellers are given at least 24 hours' notice. 12. Relocation Benefits; Indemnification. The Sellers acknowledges that the Sellers are being displaced from the Property as a result of the transaction contemplated by this Purchase Agreement and that the Sellers are eligible for relocation assistance and benefits and that the Storage and Moving Expenses being paid by the Buyer include compensation for any and all relocation assistance and benefits for which the Sellers may be eligible. In consideration for the Buyer's payment of the Sellers' Storage and Moving Expenses, the Sellers agree to waive any and all further relocation assistance benefits. The provisions of this paragraph shall survive closing of the transaction contemplated by this Purchase Agreement. 13. Risk of Loss. If there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on the Sellers. If the Property is destroyed or substantially damaged before the Closing Date, this Agreement may become null and void, at the Buyer's option. At the request of the Buyer, the Sellers agree to sign a cancellation of Agreement. 14, Default/Remedies. If the Buyer defaults in any of the covenants herein, the Sellersmay terminate this Agreement, and on such termination all payments made hereunder shall be retained by the Seller as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Agreement, provided this Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. In the event the Buyer defaults in its performance of the terms of this Agreement and Notice of Cancellation is served upon Buyer pursuant to Minn. Stat. Section 559.21, the termination period shall be thirty (30) days as permitted by Minn. Stat., Section 559.2 1, Subd. 4. 15. Notice. Any notice, demand, request or other communication which may or shall 5033260 JSB ELI 85-52