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Section 2.02 Hold Harmless and Indemnification. <br />A. Grantee agrees that it is financially responsible (liable) for any audit exception which <br />occurs due to its negligence or failure to comply with the terms of this Grant Agreement. <br />B. Grantee and Authority mutually agree to hold harmless and defend each other, their <br />officials, officers, employees, agents, representatives, customers, or invitees against any <br />and all claims, lawsuits, damages, or lawsuits for damages arising from or allegedly arising <br />from or related to the project, including but not limited to Grantee's or the Authority's acts, <br />failure to act, or failure to perform its obligations hereunder. Grantee and Authority further <br />agree to pay the costs of and/or reimburse each other, their officials, officers, employees, <br />agents, representatives, customers, or invitees for any and all liability, costs, and expenses <br />(including without limitation reasonable attorney's fees and costs) incurred in connection <br />with such acts or failures. Each party is required to promptly notify the other of any claim <br />made for any such damage or loss and afford that party and its counsel the opportunity to <br />contest, compromise, or settle such claim. <br />C. Nothing in this Grant Agreement will constitute a waiver by Grantee or Authority of any <br />statutory limits or exceptions on liability. <br />ARTICLE 3 <br />GRANTEE REPRESENTATIONS AND WARRANTIES <br />Section 3.01 Grantee represents and warrants to Authority that: <br />A. It is a Minnesota municipal corporation duly organized and in good standing under <br />applicable laws of the State of Minnesota and that it has legal authority to execute, deliver, <br />and perform its obligations under this Agreement. Grantee further represents and warrants <br />that executing this Agreement will not violate any provisions of Grantee's organizational <br />documents, the laws of the State of Minnesota or the United States of America, or cause a <br />breach or default of any other agreement to which Grantee is a party. <br />B. The execution and delivery of this Agreement, and the performance by Grantee of its <br />obligations hereunder, do not and will not violate or conflict with any provision of law and <br />do not and will not violate or conflict with, or cause any default or event of default to occur <br />under any agreement binding upon Grantee. <br />C. Grantee warrants that it has fully complied with all applicable state and federal laws <br />pertaining to its business and will continue to comply throughout the terms of this <br />Agreement. If at any time Grantee receives notice of noncompliance from any <br />governmental entity, Grantee agrees to take any necessary action to comply with the state <br />or federal law in question. <br />D. Grantee will obtain, or cause to be obtained, in a timely manner, all required permits, <br />licenses and approvals, and will meet, in a timely manner, all requirements of all applicable <br />E <br />