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12 <br />fees in defending against claims) arising out of the ownership, operation or maintenance of <br />the Property for their respective periods of ownership. Such rights of indemnification will not <br />arise to the extent that (a) the party seeking indemnification actually receives insurance <br />proceeds or other cash payments directly attributable to the liability in question, (net of the <br />cost of collection, including reasonable attorneys' fees) or (b) the claim of indemnification <br />arises out of the act or neglect of the party seeking indemnification. If and to the extent that <br />the indemnified party has insurance coverage, or the right to make claim against any third <br />party for any amount to be indemnified against as set forth above, the indemnified party will, <br />upon full performance by the indemnifying party of its indemnification obligations, assign <br />such rights to the indemnifying party or, if such rights are not assignable, the indemnified <br />party will diligently pursue such rights by appropriate legal action or proceeding and assign <br />the recovery and/or right of recovery to the indemnifying party to the extent of the <br />indemnification payment made by such party. <br /> <br />18. Assignment. Either party may assign its rights under this Agreement before or after <br />the Closing. Any such assignment will not relieve such assigning party of its obligations <br />under this Agreement. <br /> <br />19. Survival. All of the terms of this Agreement will survive and be enforceable after the <br />Closing. <br /> <br />20. Notices. Any notice required or permitted to be given by any party upon the other is <br />given in accordance with this Agreement if it is directed to Seller by delivering it personally to <br />an officer of Seller, or if it is directed to Buyer, by delivering it personally to an officer of <br />Buyer, or if mailed in sealed wrapper by United States registered or certified mail, return <br />receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, <br />reputable overnight courier, properly addressed as follows: <br /> <br /> <br />If to Seller: City of Little Canada/ Economic Development Authority of Little Canada <br />C/O Joel Hanson City <br />Administrator <br />515 Little Canada Road East <br />Little Canada, MN 55117 <br /> <br />With copy to: <br /> <br />If to Buyer: Q3 Contracting, Inc. <br />C/O Trevor J. Zimmerman <br />Vice President - Support Services <br />3066 Spruce Street <br />Little Canada, MN 55117 <br /> <br />With copy to: <br /> <br /> <br /> <br />Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit <br />as aforesaid, provided, however, that if notice is given by deposit, at the time for response to <br />any notice by the other party shall commence to run one business day after