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which taken together shall constitute one and the same agreement. 22. ENTIRE AGREEMENUMODIFICATION: This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between Seller and Buyer, and supersedes any other written or oral agreements between Seller and Buyer. This Agreement can only be modified in writing signed by Seller and Buyer. 23. WAIVER OF RELOCATION BENEFITS: The Buyer has notified the Seller that (a) the Buyer only seeks to acquire the Property by voluntarily conveyance; (b) the parties mutually initiated negotiations; (c) if negotiations fail, the Buyer will not acquire or undertake acquisition of the Property by eminent domain; and (d) acquisition of the Property in its abandoned and uninhabitable condition shall only occur pursuant to the availability of Ramsey County CDBG grant monies, terms and conditions. Seller represents and warrants that no person will be displaced or otherwise entitled to relocation benefits as a result of the sale of the Property, and that there are no tenants or other persons in possession of the Property other than Seller. Seller acknowledges that, absent this Agreement, Buyer would not acquire the Property and specifically would not exercise its power of eminent domain to acquire the Property. Seller agrees to defend and indemnify the Buyer against any claims made by any third parties for relocation benefits or services. Further, the Buyer and Seller acknowledge that the Seller held a mortgage for the Property that has been foreclosed, or in the alternative, Seller's mortgage has been subject to the initiation of a foreclosure action. Had the Property been in a habitable condition and inhabited, the parties acknowledge that the Seller may have been entitled to relocation benefits pursuant to Minnesota Statutes Chapter 117; however, the Property is presently abandoned. The Seller does not presently reside in the Property. As such, the Seller acknowledges that no relocation benefits are applicable to the Property. Pursuant to Minnesota Statutes Section 117.521, the Seller may voluntarily waive any relocation assistance, services, payments and benefits, for which Seller is eligible under Chapter 117 by signing a waiver agreement specifically describing the type and amounts of relocation assistance, services, payments and benefits for which the Seller is eligible, separately listing those being waived, and stating that the agreement is voluntary and not made under any threat of acquisition by eminent domain by the Buyer. Prior to execution of the waiver agreement by the Seller, the Buyer shall explain the contents of the agreement to the Seller. The Seller has agreed to enter into such an agreement with the Buyer and shall do so prior to closing on the Property. 24. INDEMNIFICATION: The Seller hereby agrees to protect, defend and hold the Buyer and its officers, elected and appointed officials, employees, administrators, commissioners, agents, and representatives harmless from and indemnified against any and all loss, cost, fines, charges, damage and expenses, including, without limitation, reasonable attorneys' fees, consultants' and expert witness fees, and travel associated therewith, due to claims or demands of any kind whatsoever (including those based on strict liability) arising out of (i) the marketing, sale or leasing of all or any part of the 9 4305620 SJR MU205-44