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for herein for a period of twelve (12) months and shall not be merged into any other <br />agreement. <br /> <br />12. TIME OF ESSENCE: Time is of the essence in this Agreement. <br /> <br />13. CLOSING DATE AND LOCATION: The performance by Buyer and Sellers of their <br />respective obligations under this Agreement and the delivery of the Purchase Price to Sellers <br />by Buyer and delivery of the Easement Declaration to Buyer shall constitute the closing of <br />the sale (the “Closing”). The Closing shall occur on or before October 31, 2022, or another <br />date agreed upon in writing by the parties (the “Closing Date”). The delivery of all papers <br />and monies shall be made at the offices of the CITY OF ELK RIVER CITY HALL, 13065 <br />Orono Parkway, Elk River, MN 55330, or at the offices of the title company to be identified <br />by the City. If the Closing Date is changed, any and all costs, if prorated in this agreement, <br />shall be adjusted to the new closing date. <br /> <br />14. CLOSING COSTS: Buyer shall pay the closing fees charged by the title company for its <br />services. Buyer shall be responsible for the cost of the Title Commitment. Buyer shall be <br />responsible for the cost of the Owner’s policy of title insurance. Buyer shall be responsible <br />for paying any recording fees which are payable to the county for the recording of the <br />Easement Declaration. <br /> <br />15. ATTORNEYS’ FEES: Buyer and Sellers shall each pay its own attorneys’ fees in <br />connection with the preparation and negotiation of this Agreement and the Closing, if any, <br />except that a party defaulting under this Agreement shall pay the reasonable attorneys’ fees <br />and court costs incurred by the non-defaulting party to enforce its rights regarding such <br />default. At the time of the entry into this Agreement, Sellers are unrepresented. Sellers <br />have been advised by the Buyer’s attorney that they can seek the advice of counsel. <br /> <br />16. MISCELLANEOUS TERMS: <br /> <br />a. Additional Documents. Buyer and Sellers agree to cooperate with each other and their <br />representatives regarding any reasonable requests made subsequent to the execution <br />of this Agreement to correct any clerical errors in this Agreement and to provide any <br />and all reasonable additional documentation deemed necessary by either party to <br />effectuate the transaction contemplated by this Agreement. <br /> <br />b. Entire Agreement. This Agreement and any attached exhibits shall constitute the <br />entire agreement between Buyer and Sellers regarding the transactions contemplated <br />under this Agreement and supersedes any other written or oral agreements between <br />Buyer and Sellers regarding said transactions. This Agreement can only be modified <br />in writing signed by Buyer and Sellers. <br /> <br />c. Binding Effect. This Agreement binds and benefits the parties and their successors <br />and assigns. <br /> <br />d. Controlling Law. This Agreement has been made under the laws of the State of <br />3 <br />222232v2 <br /> <br />