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Draft 11.3.2023
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<br />DOCSOPEN\MU205\62\913096.v4-11/5/23
<br />the sale of the Property, and that there are no tenants or other persons in possession of the
<br />Property other than Seller. [see Jean notes above]. Seller acknowledges that, absent this
<br />Agreement, Buyer would not acquire the Property and specifically would not exercise its
<br />power of eminent domain to acquire the Property. Seller agrees to defend and indemnify
<br />the Buyer against any claims made by any third parties for relocation benefits or services.
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<br />Further, the parties acknowledge that the Seller may have been entitled to relocation
<br />benefits pursuant to Minnesota Statutes Chapter 117; however, any and all relocation
<br />benefits and assistance are being included in the Purchase Price for the Property. Pursuant
<br />to Minnesota Statutes Section 117.521, the Seller may voluntarily waive any relocation
<br />assistance, services, payments and benefits, for which Seller is eligible under Chapter 117
<br />by signing a waiver agreement specifically describing the type and amounts of relocation
<br />assistance, services, payments and benefits for which the Seller is eligible, separately
<br />listing those being waived, and stating that the agreement is voluntary and not made under
<br />any threat of acquisition by eminent domain by the Buyer. Prior to execution of the waiver
<br />agreement by the Seller, the Buyer shall explain the contents of the agreement to the
<br />Seller. The Seller has agreed to enter into such an agreement with the Buyer and shall do
<br />so prior to closing on the Property.
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<br />24. 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,
<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 Seller, and
<br />the Seller’s 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 Seller and the Seller’s attorneys, agents, employees, former
<br />employees, insurers, heirs, administrators, representatives, successors and assigns, hereby
<br />release and forever discharge the Buyer, and its attorneys, agents, representatives,
<br />employees, former employees, insurers, heirs, executors and assigns of and from any and
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