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e. Seller represents that, to the best of Seller's actual knowledge, there are no
<br />Hazardous Substances located on the Property; the Property is not subject to any liens or
<br />claims by government or regulatory agencies or third parties arising from the release or
<br />threatened release of Hazardous Substances in, on or about Property; and the Property has
<br />not been used in connection with the generation, disposal, storage, treatment or
<br />transportation of Hazardous Substances, except as disclosed in the Environmental
<br />Reports, as defined in the Development Agreement.
<br />If, before the Closing Date, Seller obtains actual knowledge that one or more of the
<br />representations set forth in this Section 10 is no longer accurate, Seller will promptly notify
<br />Buyer, in writing.
<br />13. Indemnifications. Buyer agrees to indemnify and defend Seller and hold Seller
<br />harmless from any and all claims, causes of action, administrative orders, costs, expenses
<br />(including, but not limited to, Seller's attomeys fees and costs incurred in defending against
<br />claims to establish or enforce such liabilities) and liabilities of every kind and nature howsoever
<br />originating and existing, arising out of or related to the Buyer's operation or ownership of the
<br />Property after to the Closing Date. Seller has disclosed to Buyer that RAB, L.L.C. alleges that it
<br />has made certain improvements to the Property and has asked Seller to reimburse RAB, L.L.C.
<br />for the costs RAB, L.L.C. alleges it incurred to make the improvements. It is Seller's position
<br />that that any improvements RAB, L.L.C. may have made to the property were made at RAB,
<br />L.L.C.'s own risk and that Seller has no obligation to reimburse RAB, L.L.C. for such
<br />improvements. Seller may, however, elect to pay RAB, L.L.C. some amount for improvements
<br />it has actually made to the Property as a part of a settlement of any claims RAB, L.L.C. may
<br />have with respect to the Property and to avoid a claim of unjust enrichment on the part of RAB,
<br />L.L.C. Seller and Buyer agree that the alleged improvements have a value to Buyer of
<br />.$27 000.00. If the City elects to compensate RAB, L.L.C. for the alleged
<br />improvements or if RAB, L.L.C. obtains a judgment against the City or Seller or Buyer for all or
<br />a part of the alleged value of the alleged improvements, Buyer agrees to pay up to
<br />$ $27 000.00 either to the City, for payment to RAB, L.L.C. or directly to RAB,
<br />L.L.C., and Seller agrees to defend, indemnify and hold harmless Buyer from and against any
<br />and all claims by RAB, L.L.C. based on RAB's alleged improvements to the Property to the
<br />extent such claims exceed S .$27,000.00.
<br />Seller agrees to defend, indemnify and hold Buyer harmless from and against any and all
<br />claims of Arnell arising out of or in any manner related to the Lis Pendens which Arnell has filed
<br />as described in Paragraph 7 of this Agreomenl.
<br />14. Buyer's Inspection and Waiver. At all times prior to the Closing Date, Buyer
<br />and its agents may, upon reasonable notice to Seller, go upon the Property to inspect the Property
<br />and to determine the condition of the Property and the improvements located thereon, including
<br />specifically the presence or absence of Hazardous Substances in, on, or about the Property.
<br />Buyer agrees to indemnify and defend Seller from and to hold Seller harmless against any and all
<br />claims, causes of action or expenses, including attorneys fees, relating to or arising from Buyer's
<br />presence on the Property prior to the Closing Date and to provide Seller with evidence that Buyer
<br />maintains reasonably adequate liability insurance, including contractual liability endorsement or
<br />provisions, insuring Buyer's potential liabilities under this Section 14. If Buyer does not close,
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