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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 pursuant
<br />to Minn. Stat. § 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 has not engaged the services of a broker regarding
<br />this transaction. The Seller represents that it has engaged the services of a broker (Edina
<br />Realty/James H. Butcher) and any fees to be paid to any broker shall be paid on the Closing
<br />Date by the Seller. Seller agrees to indemnify Buyer for any and all claims for brokerage
<br />commissions or finders' fees in connection with negotiations for purchase of the Property
<br />arising out of any alleged agreement or commitment or negotiation by Seller.
<br />28. CUMULATIVE RIGHTS: Except as may be otherwise provided elsewhere herein, no
<br />right or remedy herein conferred on or reserved to Buyer or Seller is intended to be
<br />exclusive of any other right or remedy provided herein or by law, but such rights and
<br />remedies shall be cumulative and in addition to every other right or remedy given herein or
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<br />430562v4 SJR MU20544
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