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5 4839-8767-9929\3 any negligence or other wrongful act or omission by Bremer, its agents, employees or contractors in exercising its rights under this Section 10 to enter onto the HRA Parcel. HRA agrees to indemnify and hold Bremer harmless from any and all liability, claims, causes of action, damages, charges, costs and other expenses, including without limitation reasonable attorney’s fees, paid, incurred or asserted against Bremer based on or caused by any negligence or other wrongful act or omission by HRA, its agents, employees or contractors in exercising its rights under this Section 10 to enter onto the Bremer Parcel. The foregoing indemnity provisions shall survive Closing and the termination of this Agreement by either party. If either party disapproves the condition of the other party’s parcel prior to the expiration of the Due Diligence Period, such party may terminate this Agreement by written notice to the other party at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall be deemed terminated and neither party shall have any further liabilities to the other except as otherwise expressly set forth herein. For further clarity, the costs of inspection by each party as buyer shall be borne solely by the buyer. 11. Construction Conditions. Construction will begin within thirty (30) days of closing but no later than May 1, 2022 on the HRA Parcel for the development of the New Bremer Project, and is estimated to be completed by September 1, 2022, with an outside date of December 31, 2022. [These dates will need to be coordinated with Interstate schedule/development agreement with City.] 12. Representations. Each of the parties hereto warrant to the other party with respect to their parcel the following: (a) Bremer represents and warrants to HRA that Bremer has no actual knowledge of the presence or release of any hazardous or toxic substances or any other substance regulated by any federal, state or HRA statute, ordinance, regulation, rule or other law relating to environmental or health matters (collectively, “Environmental Laws”) on, in or under the Bremer Parcel. Bremer agrees to provide to HRA at Closing a “bring down certificate” restating the foregoing representation as of the date of Closing, subject to any modifications in accordance with the last paragraph of this Section 12. (b) HRA represents and warrants to Bremer that HRA has no actual knowledge of the presence or release of any hazardous or toxic substances or any other substance regulated by any Environmental Laws on, in or under the HRA Parcel. HRA agrees to provide to Bremer at Closing a “bring down certificate” restating the foregoing representation as of the date of Closing, subject to any modifications in accordance with the last paragraph of this Section 12. (c) Each party is in good standing and has the appropriate authority to enter into this Agreement and the transactions contemplated herein. (d) Each parcel is in full compliance with all applicable codes, laws and regulations. (e) There is no legal action or litigation of any kind affecting the Parcels. Deleted: 1 Deleted: July Deleted: 1 Deleted: 1 Deleted: Trident