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give notice to Buyer, and Buyer shall have the right to terminate this Agreement by giving notice <br />within 30 days after Seller's notice. If Buyer shall fail to give the notice, then the parties shall <br />proceed to Closing, and Seller shall assign to Buyer all rights to insurance proceeds, up to the <br />Purchase Price, resulting from such event and shall pay to Buyer the amount of any deductible or <br />co-insurance. If eminent domain proceedings are threatened or commenced against all or any <br />part of the Real Property, Seller shall immediately give notice to Buyer, and Buyer shall have the <br />right to terminate this Agreement by giving notice within 30 days after Seller's notice. If Buyer <br />shall fail to give the notice, then the parties shall proceed to Closing, and Seller shall assign to <br />Buyer all rights to appear in and receive any award from such proceedings. <br />11. Broker's Commission. Seller and Buyer represent to each other that they <br />have dealt with no other brokers, finders or the like in connection with this transaction, and agree <br />to indemnify and hold each other harmless from all claims, damages, costs or expenses of or for <br />any other such fees or commissions resulting from their actions or agreements regarding the <br />execution or performance of this Agreement, and will pay all costs of defending any action or <br />lawsuit brought to recover any such fees or commissions incurred by the other party, including <br />reasonable attorneys' fees. <br />12. Assig-nment. Seller may assign its rights under this Agreement before or <br />after the Closing. Buyer may only assign its rights under this Agreement upon advance written <br />consent from Seller, which consent may be withheld in Seller's sole and absolute discretion. <br />Any such assignment will not relieve such assigning party of its obligations under this <br />Agreement. <br />13. Survival. All of the terms of this Agreement and warranties and <br />representations herein contained shall survive and be enforceable after the Closing. <br />14. Notices. Any notice required or permitted hereunder shall be in writing <br />and given by personal delivery upon an authorized representative of a party hereto; or if mailed <br />by United States registered or certified mail, return receipt requested, postage prepaid; or if <br />deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed <br />as follows: <br />If to Seller: The City of Hugo <br />14669 Fitzgerald Avenue North <br />Hugo, MN 55038 <br />Attn: Bryan Bear <br />With Copy to Johnson/Turner <br />56 East Broadway Avenue, Suite 206 <br />Forest Lake, MN 55025 <br />Attn: David K. Snyder <br />If to Buyer: Chris Cosgrove <br />1171 Lecuyer Ct <br />Stillwater, MN 55082 <br />Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit, as <br />aforesaid; provided, however, that if notice is given by deposit, the time for response to any <br />-6- <br />