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COMMERCIAL PURCHASE AGREEMENT
<br />302. Page 8 Date February 2nd 2021
<br />303. Property located at 413 Proctor Avenue NW Elk River 55330
<br />304. Due to the complexity and potential risks of failing to comply with FIRPTA, including the Buyer's responsibility for
<br />305. withholding the applicable tax, Buyer and Seller should seek appropriate legal and tax advice regarding FIRPTA
<br />306. compliance, as the respective licensees representing or assisting either party will be unable to assure either
<br />307. party whether the transaction is exempt from FIRPTA withholding requirements.
<br />308. NOTE: MN Statute 500.221 establishes certain restrictions on the acquisition of title to agricultural land by aliens
<br />309. and non -American corporations. Please seek appropriate legal advice if this Purchase Agreement is for the
<br />310. sale of agricultural land and Buyer is a foreign person.
<br />311. ACCEPTANCE DEADLINE: This offer to purchase, unless accepted sooner, shall be withdrawn at 11:59 P.M.,
<br />312. see Addendum , and in such event all earnest money shall be returned to Buyer.
<br />313. CONDEMNATION: If, prior to the closing date, condemnation proceedings are commenced against all or any part
<br />314. of the Property, Seller or licensee representing or assisting Seller, shall immediately give written notice to Buyer, or
<br />315. licensee representing or assisting Buyer, of such fact and Buyer may, at Buyer's option (to be exercised within thirty (30)
<br />316. days after Seller's notice), declare this Purchase Agreement canceled by written notice to Seller or licensee representing
<br />317. or assisting Seller, in which case this Purchase Agreement is canceled and neither party shall have further obligations
<br />318. under this Purchase Agreement. In the event Buyer declares the Purchase Agreement canceled, Buyer and Seller
<br />319. shall immediately sign a written cancellation confirming such cancellation and directing all earnest money paid
<br />320. here to be refunded to Buyer. If Buyer fails to give such written notice, then Buyer shall be bound to proceed with
<br />321. closing, subject to any other contingencies to this Purchase Agreement. In such event, there shall be no reduction in
<br />322. 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 />323. any award made or to be made in the condemnation proceedings. Prior to the closing date, Seller shall not designate
<br />324. counsel, appear in, or otherwise act with respect to, the condemnation proceedings without Buyer's prior written
<br />325. consent.
<br />326. MUTUAL INDEMNIFICATION: Seller and Buyer agree to indemnify each other against, and hold each other harmless
<br />327. from, all liabilities (including reasonable attorneys' fees in defending against claims) arising out of the ownership,
<br />328. operation, or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will
<br />329. not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash
<br />330. payments directly attributable to the liability in question (net of the cost of collection, including reasonable attorneys'
<br />331. fees); or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If, and
<br />332. to the extent that, the indemnified party has insurance coverage, or the right to make claim against any third party for
<br />333. any amount to be indemnified against, as set forth above, the indemnified party will, upon full performance by the
<br />334. indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are
<br />335. not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and
<br />336. assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payable
<br />337. made by such party.
<br />338. FULLY EXECUTED PURCHASE AGREEMENT AND FINAL ACCEPTANCE: To be binding, this Purchase Agreement
<br />339. and all addenda must be fully executed by both parties and a copy must be delivered.
<br />340. ELECTRONIC SIGNATURES: The parties agree the electronic signature of any party on any document related to
<br />341. this transaction constitute valid, binding signatures.
<br />342. ENTIRE AGREEMENT: This Purchase Agreement and all addenda and amendments signed by the parties shall
<br />343. constitute the entire agreement between Buyer and Seller. Any other written or oral communication between Buyer and
<br />344. Seller, including, but not limited to, e-mails, text messages, or other electronic communications are not part of this
<br />345. Purchase Agreement. This Purchase Agreement can be modified or canceled only in writing signed by Buyer and
<br />346. Seller or by operation of law. All monetary sums are deemed to be United States currency for purposes of this Purchase
<br />347. Agreement.
<br />348. SURVIVAL: All warranties and representations in this Purchase Agreement shall survive the delivery of the deed or
<br />349. contract for deed and be enforceable after the closing.
<br />350. DATE OF THIS PURCHASE AGREEMENT: Date of this Purchase Agreement to be defined as the date online one
<br />351. (1) of this Purchase Agreement.
<br />MNC:PA-8 (8/20)
<br />TRANSACTIONS
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