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fines, and expenses (including reasonable attorneys' fees and court costs), damage to or
<br />destruction of property, and death of or injury to any person (collectively, "Losses"), caused by,
<br />arising out of or resulting from the breach by Grantee or Grantee's Responsible Parties of any
<br />representation, warranty or covenant hereunder, or the exercise by any of Grantee's Responsible
<br />Parties of the rights granted hereunder, or arising out of or in any way related to any claim made
<br />regarding any of Grantee's Responsible Parties' use of the Easement Property or failure to
<br />comply with this Easement Agreement, or any damage caused by any of Grantee's Responsible
<br />Parties to the Easement Property, or mechanics' liens filed against the Easement Property as a
<br />result of the actions or inactions of any of Grantee's Responsible Parties. Such indemnity, hold
<br />harmless and (in Indemnitee's sole discretion) defense (with counsel reasonably acceptable to the
<br />Indemnitees) also shall include, but not be limited to, Losses arising from the Easement
<br />Activities or Losses caused by any of Grantee's Responsible Parties.
<br />5.2 Without limiting the generality of the foregoing indemnity, Grantee further agrees
<br />to indemnify, protect, hold harmless and, in the Indemnitees' sole discretion, defend (with
<br />counsel reasonably acceptable to the Indemnitees) the Indemnitees against and in respect of any
<br />and all damages, claims, liens, losses, liabilities, penalties, fines, costs and expenses (including,
<br />without limitation, reasonable legal, accounting, consulting, and engineering fees and related
<br />costs) that may be imposed on, incurred by, or asserted against the Indemnitees by any other
<br />party or parties (including, without limitation, a governmental entity) arising out of, in
<br />connection with, or relating to the presence of any Hazardous Materials on the Easement
<br />Property caused or permitted by any of Grantee's Responsible Parties, but specifically excluding
<br />therefrom any hazardous materials on the Easement Property caused or permitted by parties who
<br />are not included within Grantee's Responsible Parties.
<br />5.3 The indemnities set forth in this Section 5 shall survive the termination of this
<br />Easement Agreement and the termination of the Easement granted herein.
<br />6. GENERAL PROVISIONS.
<br />6.1 Easement to Run with Land. This Easement Agreement, including the Easement
<br />and all other covenants, agreements, rights and obligations created hereby, shall run with the
<br />Easement Property, and shall be binding on and inure to the benefit of all persons having or
<br />acquiring fee title to the Easement Property, all upon the terms, provisions and conditions set
<br />forth herein. The rights granted hereunder to Grantee are personal to Grantee and may not be
<br />assigned by Grantee without Grantor's prior written consent.
<br />6.2 Successors and Assigns. This Easement Agreement shall be binding on Grantor's
<br />and Grantee's respective successors and assigns; provided, however, that Grantee may not assign
<br />this Easement Agreement or its rights or delegate its obligations hereunder except as provided in
<br />Section 6.1 above.
<br />6.3 Section Headings. The Section headings herein are inserted only for convenience
<br />and reference and shall in no way define, limit, or prescribe the scope or intent of any provisions
<br />of this Easement Agreement.
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