6.1. EDSR 08-15-2022 - Laserfiche WebLink

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c. Additional Instruments. If either party exercises, in accordance with this Agreement, an expressly stated right to terminate this Agreement, the other party shall execute such additional instruments as the party exercising such right may reasonably request, to further assure due termination of this Agreement, rights and obligations of the parties under this Agreement, and eliminate any record, legal or beneficial claim of a party under and pursuant to this Agreement. If a party unreasonably fails to comply with the requirements of the preceding sentence, that party shall be liable for all resulting costs and expenses of the other party, including attorneys’ fees and expenses. 16. Complete Agreement. This is the final Agreement between the parties and contains their entire agreement and supersedes all previous understandings and agreements, oral or written, relative to the subject matter of this Agreement. This Agreement may be amended only in a writing dated subsequent to the date of this Agreement and duly executed by all parties. 17. Time of the Essence. Time is of the essence in the performance of this Agreement. 18. Controlling Law. This Agreement has been made and entered into under the laws of the State of Minnesota and said laws shall control the interpretation hereof. 19. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Seller acknowledges that Purchaser may assign this Agreement to a third party at or prior to Closing but only with Seller’s consent, which shall not unreasonably be withheld. No assignment of this Agreement will relieve the assigning party of primary liability for the performance of its obligations hereunder. 20. Incorporation of Recitals; Survive Closing. The Recitals are incorporated into and made a part of this Agreement. All of the covenants, warranties and provisions contained in this Agreement shall survive and be enforceable after Closing of the transaction contemplated by this Agreement. 21. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 22. Brokerage Commission. Seller and Purchaser each warrant to the other that, in connection with this Agreement, they have dealt with no broker, finder, or similar person in connection with the sale of the Real Property, except Ryan Hardin of the Hardin Companies (“Seller’s Broker”) and Daniel Kurkowski of Obsidian Group (“Purchaser’s Broker”). Seller’s Broker or Seller shall pay Purchaser’s Broker a commission of three (3) percent of the Purchase Price. Seller will indemnify, defend, and hold harmless Purchaser against any claim made by any agent or broker for a commission or fee based on acts or agreements of Seller. Purchaser will indemnify, defend, and hold harmless Seller against any claim made by any agent or broker for a commission or fee based on acts or agreements of Purchaser. 23. Counterparts; Delivery by E-mail. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall constitute one Agreement. EL185\\71\\796863.v7 10