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this Agreement, except injury or damage caused solely by Surface Owner's own <br />negligence. Cyprus hereby agrees to indemnify, save, defend and hold <br />harmless, and fully releases, acquits and forever discharges Surface Owner, its <br />successors and assigns from any and all obligations, actions, causes of action, <br />claims, demands, judgements, liabilities, losses, costs, damages and expenses <br />of whatever kind or character (including, without limitation, reasonable <br />attorneys fees), for any injury, death or damages of any kind or character, <br />whether to persons, animals or property, arising out of or caused directly by <br />Cyprus' presence upon the lands for the hereinabove stated purposes, except <br />for injuries, claims or damages arising out of the negligence of Surface Owner. <br />14. BIVAM W74 Re-Entrv. If Cyprus commits a material breach of any term of this <br />Agreement and fails or refuses to commence in good faith to remedy the breach <br />within thirty (30) days after Surface Owner sends written notice to Cyprus, <br />then Surface Owner may, at its sole election, terminate this Agreement upon <br />ten (10) days' written notice to Cyprus. The taking of action to remedy any <br />alleged violation by Cyprus shall not be deemed an admission by Cyprus <br />hereunder of the facts, causes or state of events described and set forth in <br />Surface Owner's notice to Cyprus. <br />15. Even if Surface Owner waives Cyprus' breach of any provision of this <br />Agreement on one or more occasions, that shall not mean that Surface Owner <br />waives the right to enforce the same or any other provision in case of a later <br />breach by Cyprus. <br />16. Amendment. This Agreement may be amended only by a written amendment <br />signed by both parties. <br />17. Attorney's Fees. If one party breaches this Agreement and the other party <br />begins legal action to enforce its rights, the party who is successful in the <br />action shall be entitled to be paid its expenses and costs of the action, <br />including, without limitation, reasonable attorney's fees incurred for such. <br />18. Ass gnment. Neither party may assign or otherwise transfer in whole or in part <br />this Agreement or any interest in it without the prior written consent of the <br />other party, which consent shall not be unreasonably withheld; provided, <br />however, that either party may, without restriction, assign this Agreement to <br />any of their respective subsidiaries or affiliates. Any assignment or transfer in <br />violation hereof shall be void and invalid. <br />19. ftht of First Refuses /• If during the term of this Agreement Surface Owner <br />receives a bona fide written offer from a qualified third party to purchase all or <br />any part of the Lands, and if Surf ace Owner desires to accept such offer, it shall <br />first present the offer to Cyprus. Cyprus shall have sixty (60) days from the <br />date it receives notice of such offer to match such offer (or match its monetary <br />value) or to present an alternative offer. If Cyprus matches the third party offer <br />casubsid.004i tta .8- <br />