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DRAFT
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<br />425582v2 SJR MU210-213
<br />27. INDEMNIFICATION. The Seller hereby agrees to protect, defend and hold the Buyer
<br />and its officers, elected and appointed officials, employees, administrators, commissioners,
<br />agents, and representatives harmless from and indemnified against any and all loss, cost, fines,
<br />charges, damage and expenses, including, without limitation, reasonable attorneys’ fees,
<br />consultants’ and expert witness fees, and travel associated therewith, due to claims or demands
<br />of any kind whatsoever (including those based on strict liability) arising out of (i) the marketing,
<br />sale or leasing of all or any part of the Property, including, without limitation, any claims for any
<br />lien imposed by law for services, labor or materials furnished to or for the benefit of the
<br />Property, or (ii) any claim by the State of Minnesota or the Minnesota Pollution Control Agency
<br />or any other person pertaining to the violation of any permits, orders, decrees or demands made
<br />by said persons or with regard to the presence of any pollutant, contaminant or hazardous waste
<br />on the Property; and (iii) or by reason of the execution of this Agreement or the performance of
<br />this Agreement. The Seller, and the Seller’s successors or assigns, agree to protect, defend and
<br />save the Buyer, and its officers, agents, and employees, harmless from all such claims, demands,
<br />damages, and causes of action and the costs, disbursements, and expenses of defending the same,
<br />including but not limited to, attorneys fees, consulting engineering services, and other technical,
<br />administrative or professional assistance. This indemnity shall be continuing and shall survive
<br />the delivery of the Warranty Deed for the Property, and shall survive termination or cancellation
<br />of this Agreement. Nothing in this Agreement shall be construed as a waiver or modification of
<br />immunity or limitation on liability to which the Buyer is entitled pursuant to Minn. Stat. § 466,
<br />or otherwise.
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<br />28. RELEASE OF CLAIMS. The Seller and the Seller’s attorneys, agents, employees,
<br />former employees, insurers, heirs, administrators, representatives, successors and assigns, hereby
<br />releases and forever discharges the Buyer, and its attorneys, agents, representatives, employees,
<br />former employees, insurers, heirs, executors and assigns of and from any and all past, present or
<br />future claims, demands, obligations, actions or causes of action, at law or in equity, whether
<br />arising by statute, common law or otherwise, and for all claims for damages, of whatever kind or
<br />nature, and for all claims for attorneys' fees, and costs and expenses, including but not limited to
<br />all claims of any kind arising out of the negotiation, Buyer consideration, execution and
<br />performance of this Agreement between the parties. Nothing contained in this paragraph 28 is
<br />intended to prevent the exercise of any rights available pursuant to paragraph 26 of this
<br />Agreement.
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