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SENT BY:IRELL & MANELLA ;1-13-91 ; 14:47 ; IRELL & MANELLA4 2094053071 ;# 7
<br /> drainage, or any other cause whatsoever. No destruction or
<br /> damage to the Property or any part thereof, by fire or other
<br /> casualty, shall entitle Kearney to violate any of the provisions
<br /> of this Agreement.
<br /> 11. Indemnity. Kearney hereby agrees to indemnify and
<br /> hold Landowner harmless from and against any and all liabilities,
<br /> including, but not limited to, actions, claims, consents, costs,
<br /> damages, decrees, expenses, fees, including reasonable attorneys'
<br /> fees, judgements or orders arising directly or indirectly from
<br /> the Well, any contamination related to the installation,
<br /> operation, removal or destruction of the Well, and Kearney's use
<br /> or occupancy of the Property or any improvements thereon or from
<br /> the conduct of Kearney's activities relating thereto. Kearney
<br /> further agrees to indemnify and hold Landowner harmless from and
<br /> against any and all liabilities, including, but not limited to,
<br /> actions, claims, consents, costs, damages, decrees, expenses,
<br /> fees, including reasonable attorneys' foes, judgements or orders
<br /> arising from any breach or default in performance of any of
<br /> Kearney's obligations hereunder, or arising from any negligence
<br /> of Kearney, or any of the Kearney's agents, contractors,
<br /> employees or invitees, and from and against all liabilities,
<br /> including, but not limited to, actions, claims, consents, costs,
<br /> damages, decrees, expenses, fees, including reasonable attorneys'
<br /> fees, judgements or orders incurred in the defense of any such
<br /> claim or any action or proceeding brought thereon. Tn the event
<br /> that Landowner is ever made a party to any action or proceeding
<br /> by reason of any matter for which Kearney has hereby agreed to
<br /> indemnify Landowner, then Kearney, upon notice from Landowner,
<br /> shall defend such action or proceeding on behalf of Landowner at
<br /> Kearney's expense by counsel satisfactory to Landowner. As a
<br /> material part of the consideration for the license granted by
<br /> this Agreament, Kearney hereby assumes all risk of damage to
<br /> property or injury to persons, in, upon or about the Property
<br /> arising from the Well, or its installation, operation, removal or
<br /> destruction, except such damage resulting from the willful
<br /> misconduct of Landowner or Landowner's agents or employees, and
<br /> Kearney hereby waives all claims in respect thereof against
<br /> Landowner. Kearney agrees that Kearney's obligations under this
<br /> Section 11 shall survive the termination of this Agreement and
<br /> the license granted by this Agreement.
<br /> 12. Term of License. This Agreement shall continue
<br /> until the later of the Completion Date or the date upon which the
<br /> wall been removed and the Property has been restored. Kearney
<br /> agrees to request that the Agencian notify Kearney once the Well
<br /> no longer needs to be maintained and, upon receiving such
<br /> notification, immediately notify Landowner of that determination. .
<br /> _ g _
<br /> 23147\0000002e.05
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