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<br />Wherever reference is made in this Agreement to the "knowledge" of the Seller, such <br /> <br />term means the actual knowledge of the Seller, or any knowledge that should have been <br />known by the Seller upon reasonable inquiry. <br />17. Rqn-esentations and Warranties of Buyer. Buyer warrants and represents <br /> <br />to Seller that Buyer is a municipal corporation under the laws of the State of Minnesota; <br /> <br />that Buyer has the requisite municipal power and authority to enter into this Agreement <br /> <br />and all documents set forth and/or contemplated by this Agreement; that the performance <br /> <br />by Buyer of this Agreement is a valid and binding obligation of Buyer enforceable in <br /> <br />accordance with its terms. <br /> <br />18. Indemnification <br /> <br />(a) Seller. Notwithstanding any provision herein to the contrary, if a closing <br />occurs under this Agr~ent, Seller shall indemnify Buyer, its successors <br />and assigns, against, and shall hold Buyer, its successors and assigns, <br />harmless from any loss, cost, expense or damage, including reasonable <br />attorney fees, directly arising out of or resulting from the breach of any of <br />the agreements, representations and warranties of Seller contained in this <br />Agreement, whether such loss, expense or damage arises before or after <br />closing. <br /> <br />(b) ~. Buyer shall indemnify Seller, its successors and assigns, against, <br />and shall hold Buyer, its successors and assigns, harmless from any loss, <br />cost, expense or de.mage, including reasonable attorney fees, directly <br />arising out of or resulting from the breach of any of the representations <br />and warranties herein contained, whether such breach is discovered before <br />or after closing. <br /> <br />19. Assignment. Seller may not assign its rights under this Agreement before <br /> <br />or after the Date of Closing without the prior written consent of Buyer. Any such <br /> <br />assignment will not relieve Seller of its obligations under this Agreement. <br /> <br />11 <br /> <br />/6 <br />