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10.8. Modification and Waiver. No purported amendment, modification or waiver of any
<br />provision hereof shall be binding unless set forth in a written document signed by both parties (in
<br />the case of amendments or modifications) or by the party to be charged thereby (in the case of
<br />waivers). Any waiver shall be limited to the circumstance or event specifically referenced in the
<br />written waiver document and shall not be deemed a waiver of any other term hereof or of the same
<br />circumstance or event upon any recurrence thereof.
<br />10.9. Broker. Buyer represents that it has not engaged any real estate broker in
<br />connection with the sale of the Property. Seller has not engaged the services of a broker, or if
<br />Seller has engaged the services of a broker, Seller will be solely responsible for the costs of such
<br />broker and shall defend, indemnify and hold Buyer harmless from any claims of such broker.
<br />10.10. No Merger of Representations, Warranties. The representations and warranties
<br />contained in this Agreement shall not be merged into any instruments or conveyance delivered at
<br />closing, but instead shall survive closing, and the parties shall be bound accordingly.
<br />10.11. Relocation Benefits. The Buyer has notified the Seller that (a) the Buyer only
<br />seeks to acquire the Property by voluntarily conveyance; (b) the Buyer initiated negotiations; and
<br />(c) if negotiations fail, the Buyer will not acquire or undertake acquisition of the Property by
<br />eminent domain.
<br />10.12. Specific Performance. This Option Agreement may be specifically enforced by
<br />the parties, provided that any action for specific enforcement is brought within six months after
<br />the date of the alleged breach. This paragraph is not intended to create an exclusive remedy for
<br />breach of this Option Agreement; the parties reserve all other remedies available at law or in
<br />equity.
<br />10.13. 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, fines,
<br />charges, damage and expenses, including, without limitation, reasonable attorneys' fees,
<br />consultants' and expert witness fees, and travel associated therewith, due to claims or demands
<br />of any kind whatsoever (including those based on strict liability) arising out of (i) the marketing,
<br />sale or leasing of all or any part of the Property, including, without limitation, any claims for any
<br />lien imposed by law for services, labor or materials furnished to or for the benefit of the
<br />Property, or (ii) any claim by the State of Minnesota or the Minnesota Pollution Control Agency
<br />or any other person pertaining to the violation of any permits, orders, decrees or demands made
<br />by said persons or with regard to the presence of any pollutant, contaminant or hazardous waste
<br />on the Property; and (iii) or by reason of the execution of this Agreement or the performance of
<br />this Option Agreement. The Seller, and the Seller's successors or assigns, agrees to protect,
<br />defend and save the Buyer, and its officers, agents, and employees, harmless from all such
<br />claims, demands, damages, and causes of action and the costs, disbursements, and expenses of
<br />defending the same, including but not limited to, attorneys fees, consulting engineering services,
<br />and other 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 Option Agreement. Nothing in this Option Agreement shall
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<br />DOC S O P EN\M U210\3 29\ 103 605 6. v2-7/9/25
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