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89. EPA and Purchaser further agree that this Settlement constitutes an administrative
<br /> settlement pursuant to which Purchaser has, as of the Effective Date, resolved liability to the
<br /> United States within the meaning of Section 113(f)(3)(B) of CERCLA, 42 U.S.C.
<br /> § 9613(f)(3)(B).
<br /> 90. Purchaser shall,with respect to any suit or claim brought by it for matters related
<br /> to this Settlement,notify EPA in writing no later than 60 days prior to the initiation of such suit
<br /> or claim. Purchaser also shall,with respect to any suit or claim brought against it for matters
<br /> related to this Settlement,notify EPA in writing within 10 days after service of the complaint or
<br /> claim upon it. In addition, Purchaser shall notify EPA within 10 days after service or receipt of
<br /> any Motion for Summary Judgment and within 10 days after receipt of any order from a court
<br /> setting a case for trial, for matters related to this Settlement.
<br /> 91. In any subsequent administrative or judicial proceeding initiated by EPA, or by
<br /> the United States on behalf of EPA, for injunctive relief, recovery of response costs, or other
<br /> relief relating to the Site, Purchaser shall not assert, and may not maintain, any defense or claim
<br /> based upon the principles of waiver,res judicata, collateral estoppel, issue preclusion, claim-
<br /> splitting or other defenses based upon any contention that the claims raised in the subsequent
<br /> proceeding were or should have been brought in the instant case; provided, however,that nothing
<br /> in this Paragraph affects the enforceability of the covenant by EPA set forth in Section XVIII
<br /> (Covenants by EPA).
<br /> XXIII. INDEMNIFICATION
<br /> 92. The United States does not assume any liability by entering into this Settlement or
<br /> by virtue of any designation of Purchaser as EPA's authorized representatives under Section
<br /> 104(e) of CERCLA, 42 U.S.C. § 9604(e), and 40 C.F.R. Part 300.400(d)(3). Purchaser shall
<br /> indemnify, save and hold harmless the United States, its officials, agents, employees, contractors,
<br /> subcontractors and representatives for or from any and all claims or causes of action arising
<br /> from, or on account of,negligent or other wrongful acts or omissions of Purchaser, its officers,
<br /> directors, employees, agents, contractors or subcontractors and any persons acting on Purchaser's
<br /> behalf or under its control, in carrying out activities pursuant to this Settlement. Further,
<br /> Purchaser agrees to pay the United States all costs it incurs, including but not limited to attorney
<br /> fees and other expenses of litigation and settlement arising from, or on account of, claims made
<br /> against the United States based on negligent or other wrongful acts or omissions of Purchaser, its
<br /> officers, directors, employees, agents, contractors, subcontractors and any persons acting on their
<br /> behalf or under their control, in carrying out activities pursuant to this Settlement. The United
<br /> States shall not be held out as a party to any contract entered into by or on behalf of Purchaser in
<br /> carrying out activities pursuant to this Settlement.Neither Purchaser nor any such contractor
<br /> shall be considered an agent of the United States.
<br /> 93. The United States shall give Purchaser notice of any claim for which the United
<br /> States plans to seek indemnification pursuant to this Section and shall consult with Purchaser
<br /> prior to settling such claim.
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