7.2. HRSR 06-04-2018 - Laserfiche WebLink

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AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 16. Section 1031 Exchange. If the Seller desiFesSellers desire to have this transaction constitute a like -kind exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, the Buyer agrees to cooperate with the Seller in order to effectuate and facilitate such an exchange, provided that: (a) the exchange does not delay the Closing under this Agreement; and (b) the Buyer does not incur any additional liability as a result of its cooperation. In particular, the SellerSellers may assign itstheir rights under this Agreement prior to Closing to a "Qualified Intermediary," as that term is defined in applicable Treasury Regulations; and the Buyer will, upon request of the SellefSelleers, pay the balance of the Purchase Price to the Qualified Intermediary designated by the Se4erSellers. 17. Entire Agreement. This Agreement, Exhibits, and other amendments signed by the parties, shall constitute the entire Agreement between the SellerSellers and the Buyer and supersedes any other written or oral agreements between the parties relating to the Property. This Agreement can be modified only in a writing properly signed on behalf of the SelleSellers and the Buyer; except that the Closing Date may be extended up to six months by written agreement of the Seller e� and the Buyer without further approval by Buyer's Board. The Buyer's staff is hereby authorized to execute agreements to extend the Closing Date up to six months from the Closing Date at paragraph 7 above. 18. Survival. Notwithstanding any other provisions of law or court decision to the contrary, the provisions of this Agreement shall survive closing. 18. Binding Effect. This Purchase Agreement binds and benefits the parties and their heirs, successors and assigns. 525535v2 SJS EL185-08