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Equipment owned by Seller shall remain the property of Seller and may be removed <br /> from a 76 Asset, upon completion of Baseline Corrective Action at a 76 Asset. <br /> 8. Indemnification. <br /> (a) Seller's Indemnification: Seller shall indemnify, defend and hold harmless <br /> Purchaser from and against: (i) subject to Section 4(a), Baseline Corrective Action Costs; <br /> (ii) Compliance Action Costs, except for that portion of such costs to be paid by <br /> Purchaser pursuant to Section 4(c); (iii) migration of a Hazardous Substance after the <br /> Closing which would not have occurred but for Baseline Corrective Action conducted by <br /> Seller in a manner which constitutes gross negligence or willful misconduct; (iv) subject <br /> to Section 10, any damage resulting from any inaccuracy in any representation or <br /> warranty of Seller in this Agreement; (v) Retained Environmental Liabilities; and <br /> (vi) any other obligations for which Seller has assumed responsibility pursuant to this <br /> Agreement. <br /> (b) Purchaser's Indemnification: Purchaser shall indemnify, defend and hold <br /> harmless Seller from and against: (i) Corrective Action costs resulting from the <br /> ownership or operation of the 76 Assets by Purchaser after the Closing which are not <br /> included in Baseline Corrective Action Cost; (ii) Purchaser's share of Baseline Corrective <br /> Action Costs as provided in Section 4(a); (iii) Compliance Action Costs resulting from <br /> the ownership or operation of the 76 Assets by Purchaser as provided in Section 4(c); <br /> (iv) migration of a Hazardous Substance after the Closing which would not have <br /> occurred but for Baseline Corrective Action conducted by Purchaser in a manner which <br /> constitutes gross negligence or willful misconduct; (v) all Baseline Corrective Action <br /> Costs incurred more than twenty-five (25) years after the Closing, except as provided in <br /> Section 4(a); (vi) subject to Section 10, any damage resulting from any inaccuracy in any <br /> representation or warranty of Purchaser in this Agreement; and (vii) any other <br /> obligations for which Purchaser has assumed responsibility pursuant to this Agreement. <br /> (c) Indemnification Procedures. <br /> Whenever Purchaser or Seller becomes aware of a claim with respect to a <br /> 76 Asset ("Indemnified Party") for which the other party ("Indemnifying Party") is <br /> obligated to provide indemnification, the Indemnifying Party shall, within a reasonable <br /> period of time, give prompt notice thereof (a "Claim Notice"), together with copies of <br /> written information relating to such claim, and shall have the right to assume <br /> responsibility for the obligation to be indemnified. Unless within twenty (20) days after <br /> such notice is given to the Indemnifying Party, the Indemnifying Party gives the <br /> Indemnified Party notice of its election to assume the obligation, the Indemnifying Party <br /> shall be deemed to have waived such right. If the Indemnifying Party elects to assume <br /> such obligation, (i) the Indemnifying Party shall take such action as is reasonably <br /> necessary to protect the Indemnified Parry and (ii) the Indemnifying Party will keep the <br /> Indemnified Parry fully advised as to such actions. If the Indemnifying Party elects to <br /> assume responsibility for the obligation to be indemnified, the Indemnified Party may <br /> take action that is reasonably necessary to protect it fully. <br /> I <br /> 10. <br />