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Draft 2.10.2022
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<br />DOCSOPEN\MU205\57\776768.v5-1/28/22
<br />Property other than Sellers. Sellers acknowledge that, absent this Agreement, Buyer would
<br />not acquire the Property and specifically would not exercise its power of eminent domain
<br />to acquire the Property. Sellers agree to defend and indemnify the Buyer against any claims
<br />made by any third parties for relocation benefits or services.
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<br />Further, the parties acknowledge that the Sellers may have been entitled to
<br />relocation benefits pursuant to Minnesota Statutes Chapter 117; however, any and all
<br />relocation benefits and assistance are being included in the Purchase Price for the Property.
<br />Pursuant to Minnesota Statutes Section 117.521, the Sellers may voluntarily waive any
<br />relocation assistance, services, payments and benefits, for which Sellers are eligible under
<br />Chapter 117 by signing a waiver agreement specifically describing the type and amounts
<br />of relocation assistance, services, payments and benefits for which the Sellers are eligible,
<br />separately listing those being waived, and stating that the agreement is voluntary and not
<br />made under any threat of acquisition by eminent domain by the Buyer. Prior to execution
<br />of the waiver agreement by the Sellers, the Buyer shall explain the contents of the
<br />agreement to the Sellers. The Sellers have agreed to enter into such an agreement with the
<br />Buyer and shall do so prior to closing on the Property.
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<br />24. INDEMNIFICATION: The Sellers hereby agree 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,
<br />fines, charges, damage and expenses, including, without limitation, reasonable attorneys’
<br />fees, consultants’ and expert witness fees, and travel associated therewith, due to claims or
<br />demands of any kind whatsoever (including those based on strict liability) arising out of
<br />(i) the marketing, sale or leasing of all or any part of the Property, including, without
<br />limitation, any claims for any lien imposed by law for services, labor or materials furnished
<br />to or for the benefit of the Property, or (ii) any claim by the State of Minnesota or the
<br />Minnesota Pollution Control Agency or any other person pertaining to the violation of any
<br />permits, orders, decrees or demands made by said persons or with regard to the presence
<br />of any pollutant, contaminant or hazardous waste on the Property; and (iii) or by reason of
<br />the execution of this Agreement or the performance of this Agreement. The Sellers, and
<br />the Sellers’ successors or assigns, agree to protect, defend and save the Buyer, and its
<br />officers, agents, and employees, harmless from all such claims, demands, damages, and
<br />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
<br />technical, administrative or professional assistance. This indemnity shall be continuing
<br />and shall survive the delivery of the Warranty Deed for the Property, and shall survive
<br />termination or cancellation of this Agreement. Nothing in this Agreement shall be
<br />construed as a waiver or modification of immunity or limitation on liability to which the
<br />Buyer is entitled pursuant to Minnesota Statutes, Section 466, or otherwise.
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<br />25. RELEASE OF CLAIMS: The Sellers and the Sellers’ 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, representatives,
<br />employees, former employees, insurers, heirs, executors and assigns of and from any and
<br />all past, present or future claims, demands, obligations, actions or causes of action, at law
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