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Attachment C <br />8. Escrow Agent's sole function hereunder shall be to receive and disburse funds in <br />accordance with the terms hereof and with notices received which Escrow Agent shall believe to <br />be genuine or presented by a proper party. Seller and Buyer agree to indemnify and hold Escrow <br />Agent harmless from and against any liability resulting from the good faith exercise of its rights <br />and obligations hereunder. <br />9. For services hereunder, Escrow Agent shall receive a fee in the amount of $ <br />which shall first be paid one-half (1/2) by Buyer and one-half (1/2) by Seller. <br />10. This Agreement shall be construed in accordance with the laws of the State of <br />Minnesota. <br />11. This Agreement shall be binding upon and shall inure to the benefit of the parties to this <br />Agreement and their respective heirs, representatives, personal representatives, successors and <br />assigns. <br />12. This Agreement may be executed simultaneously in any number of counterparts, each of <br />wluch shall be deemed an original and but all of which counterparts shall constitute one and the <br />same instrument. <br />13. No modification of this Agreement shall be valid unless in writing, signed by all parties <br />hereto. <br />The remainder of this page is intentionally blank. <br />