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9 <br /> <br /> <br />(E) Seller shall pay the state deed tax and all taxes and assessments to be paid by the <br />Seller pursuant to this Agreement. <br /> <br />(F) A marked-up title insurance commitment shall be available to Buyer, subject only <br />to the Permitted Encumbrances described above. <br /> <br />(G) Seller shall deliver all other documents affecting title to or possession of the Real <br />Property and necessary to convey marketable title to the Real Property to Buyer, <br />free and clear of all liens, charges, and encumbrances, other than the Permitted <br />Encumbrances. <br /> <br />(H) Seller shall execute and deliver at the Closing, a bring down certificate certifying <br />that the representations and warranties of the Seller contained herein shall be true <br />and correct as of the date of the Closing. <br /> <br />(I) Buyer will pay the cost of recording the general warranty deed. Seller shall pay the <br />cost of recording any documents necessary to perfect its own title or which release <br />encumbrances other than Permitted Encumbrances. Each of the parties will pay its <br />own attorneys’ and consultants’ fees. Seller and Buyer will each pay one-half of any <br />closing fee or charge imposed by the title company. <br /> <br />15. Brokerage Fees. Each party hereto warrants that it has not incurred any real estate <br />brokerage fees, finders' fee, loan brokerage fees, or any other fees to any third party as a <br />result of this transaction. In the event any third party institutes legal action in an effort to <br />recover such fees, the party who is alleged to have agreed to pay said fees shall defend such <br />action and indemnify and hold the other party to this Purchase Agreement harmless from <br />any and all claims arising out of or relating thereto. <br /> <br />16. No Partnership or Joint Venture Created Hereby. Nothing in this Purchase Agreement shall <br />be interpreted as creating a partnership or joint venture between the Buyer and the Seller <br />relative to the Real Property. <br /> <br />17. No Merger; Entire Agreement. The terms, covenants, and conditions to be performed, or <br />which may be performed, subsequent to the date of Closing, shall not merge with any of <br />the documents exchanged at Closing. <br /> <br />18. Liens: Buyer shall not permit any liens, including mechanics liens, to attach to the Real <br />Property prior to the applicable Closing Date or thereafter. <br /> <br />19. Remedies/Termination: If Buyer defaults under this Agreement, Seller shall have the right <br />to terminate this Agreement in accordance with the applicable Minnesota Statutes. If <br />Buyer fails to cure such default within the statutory cure period, this Agreement will <br />terminate, and upon such termination Escrow Agent shall pay to Seller the amount of <br />$10,000 of the Earnest Money as liquidated damages, time being of the essence of all <br />provisions this Agreement; and the remaining $10,000 of Earnest Money shall be paid to <br />Buyer. Notwithstanding the foregoing, Seller shall have all rights at law or in equity to <br />correct, enjoin or remedy any breach hereof. The provisions of this agreement shall survive