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DocuSi*gn Envebpe ID:9C45766F-lBFB-4ICE-A7F9-A70623366AD7 <br /> Al <br /> Operations on the Property;or(d)Operator interferes with Owner's use of the Property,in Owner's <br /> sole discretion. <br /> 5. Indemnity. Operator shall fully indemnify, defend, and hold harmless Owner, his <br /> affiliates, agents, consultants, and contractors from and against any and all liabilities, losses, <br /> damages, costs, claims, suits for damages, attorneys' fees, and any other expenses of any kind, <br /> whether directly or indirectly arising from.Operator's Operations, uses, and rights upon, in and <br /> under the Property. Owner shall indemnify, defend and hold harmless Operator, its members, <br /> officers, directors, employees, agents and contractors from and against any and all liabilities, <br /> losses, damages,costs,claims, suits for damages,attorneys' fees, and any other expenses of any <br /> kind,arising out of Owner's activities on the Property. <br /> 6. Permitting Operator shall be responsible for any and all subsequent permitting <br /> applications, revisions and processes that are required and necessary, arising from or directly <br /> connected with its Operations on the Property. <br /> 7. Right of First Offer. <br /> a. Owner hereby covenants and agrees that during the Term and for a period <br /> of ten(10)years following expiration or early termination of this Agreement(the"ROFO Term"), <br /> Operator shall have a right of first offer to purchase the Property, or any portion thereof, on the <br /> following terms and conditions contained in this Section 7. <br /> b. If at any time during the ROFO Term, Owner desires to offer to sell or <br /> convey the Property or any part thereof to a third party(other than any third party entity in which <br /> either Owner is a member,shareholder,or partner),Owner,before offering the Property for sale, <br /> shall notify Operator in writing of the terms and conditions upon which Owner would be willing <br /> to sell the Property(or such portion thereof)(the"ROFO Offer"). Operator shall have thirty(30) <br /> days after receipt of the ROFO Offer to notify Owner in writing of Operator's desire to purchase <br /> the Property(or such portion thereof)on the terms stated in the ROFO Offer.If Operator notifies <br /> Owner within such thirty (30) day period of Operator's desire to purchase the Property (or such <br /> portion thereof)on the terms contained in the ROFO Offer,Owner and Operator shall enter into a <br /> Colorado Real Estate Commission standard form Contract to Buy and Sell Real Estate for the <br /> Property (or such portion thereof) on the terms and conditions stated in Owner's ROFO Offer <br /> within thirty(30)days of Operator's written acceptance of the terms in the ROFO Offer. Owner <br /> agrees to negotiate in good faith on any terms not stated in the ROFO Offer. <br /> C. If Operator does not accept the ROFO Offer as provided above, then the <br /> ROFO Offer shall be deemed withdrawn and Owner shall be free for a period of six(6)months <br /> from the expiration of the thirty(30)days period to sell or offer to sell the Property(or such portion <br /> thereof)to third parties on terms not less favorable to Operator than those set forth in the ROFO <br /> Offer. <br /> d. In the event Owner does not sell the Property (or such portion thereof) <br /> during such six (6) month period, the procedure set forth in Sections 7(b) and 7(c) above shall <br />