|
and all loss, cost, fines, charges, damage and expenses, including, without limitation,
<br /> reasonable attorneys' fees, consultants' and expert witness fees, and travel associated
<br /> therewith, due to claims or demands of any kind whatsoever (including those based on
<br /> strict liability) arising out of(i) the marketing, sale or leasing of all or any part of the
<br /> Property, including, without limitation, any claims for any lien imposed by law for
<br /> services, labor or materials furnished to or for the benefit of the Property, or (ii) any
<br /> claim by the State of Minnesota or the Minnesota Pollution Control Agency or any other
<br /> person pertaining to the violation of any permits, orders, decrees or demands made by
<br /> said persons or with regard to the presence of any pollutant, contaminant or hazardous
<br /> waste on the Property; and (iii) or by reason of the execution of this Agreement or the
<br /> performance of this Agreement. The Seller, and the Seller's successors or assigns, agree
<br /> to protect, defend and save the Buyer, and its officers, agents, and employees, harmless
<br /> from all such claims, demands, damages, and causes of action and the costs,
<br /> disbursements, and expenses of defending the same, including but not limited to,
<br /> attorneys fees, consulting engineering services, and other technical, administrative or
<br /> professional assistance. This indemnity shall be continuing and shall survive the delivery
<br /> of the Warranty Deed for the Property, and shall survive termination or cancellation of
<br /> this Agreement. Nothing in this Agreement shall be construed as a waiver or
<br /> modification of immunity or limitation on liability to which the Buyer is entitled
<br /> pursuant to Minnesota Statutes, Section 466,or otherwise.
<br /> 25. RELEASE OF CLAIMS: The Seller and the Seller's attorneys, agents, employees,
<br /> former employees,insurers,heirs, administrators,representatives,successors and assigns,
<br /> hereby releases and forever discharges the Buyer, and its attorneys, agents,
<br /> representatives, employees, former employees, insurers, heirs, executors and assigns of
<br /> and from any and all past, present or future claims, demands, obligations, actions or
<br /> causes of action, at law or in equity, whether arising by statute, common law or
<br /> otherwise, and for all claims for damages, of whatever kind or nature, and for all claims
<br /> for attorneys' fees, and costs and expenses, including but not limited to all claims of any
<br /> kind arising out of the negotiation, Buyer consideration, execution and performance of
<br /> this Agreement between the parties.
<br /> 26. CHOICE OF LAW AND VENUE; INTERPRETATION: This Agreement shall be
<br /> governed by, enforced and construed in accordance with the laws of the State of
<br /> Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be
<br /> heard in the state or federal courts of Minnesota, and all parties to this Agreement waive
<br /> any objection to the jurisdiction of these courts, whether based on convenience or
<br /> otherwise.
<br /> 27. BROKERS INVOLVED: The Buyer and Seller have not entered into a contract to
<br /> engage the services of a real estate broker regarding this transaction. Seller agrees to pay
<br /> for and indemnify the Buyer for any and all claims for brokerage commissions or finders'
<br /> fees in connection with negotiations for the purchase of the Property arising out of any
<br /> alleged agreement or commitment or negotiation by Buyer or Seller.
<br /> 28. CUMULATIVE RIGHTS: Except as may be otherwise provided elsewhere herein, no
<br /> 449809v2 NICE M11205-45
<br /> 9
<br />
|