|
expense whatsoever, including attorneys' fees and other legal expenses, arising by reason of any
<br /> injury to any person or persons (including, without limitation, death or bodily harm), damage to
<br /> any property, or breach of any governmental regulations, statute, ordinance, or permit, to the
<br /> extent resulting or arising from, directly or indirectly, Grantee's (i) negligent use of the Easement
<br /> Area Property, or (ii) negligent exercise of rights by Grantee or any agent, employee, contractor
<br /> or invitee of either or any person claiming under Grantee. Grantor agrees,to the extent permitted
<br /> by law, to protect, defend, indemnify and hold harmless Grantee and its officers, partners,
<br /> members, agents, and employees (herein called the "Grantee Indemnified Parties"), from and
<br /> against any and all claims, damages, liability, loss and expense whatsoever, including attorneys'
<br /> fees and other legal expenses, arising by reason of any injury to any person or persons
<br /> (including, without limitation, death or bodily harm), damage to any property, or breach of any
<br /> governmental regulations, statute, ordinance, or permit, to the extent resulting or arising from,
<br /> directly or indirectly, Grantor's (i) negligent use of the Easement Area Property, or (ii) negligent
<br /> exercise of rights by Grantor or any agent, employee, contractor or invitee of either or any person
<br /> claiming under Grantor. In the event of any suit or proceeding brought against any of the
<br /> Grantor Indemnified Parties or the Grantee Indemnified Parties, such party shall within a
<br /> reasonable period of time notify the indemnitor hereunder of such suit or proceeding, and the
<br /> Grantor Indemnified Party or the Grantee Indemnified Party, as applicable, shall be entitled to be
<br /> defended by counsel chosen by such Grantor Indemnified Party or Grantee Indemnified Party, as
<br /> applicable, at the cost and expense of the indemnitors.
<br /> 10. Insurance Requirements. Grantee shall, at its own cost and expense, carry
<br /> insurance in such amounts as may from time to time be reasonably available and required by
<br /> Grantor against insurable hazards which are at the time commonly insured against in the case of
<br /> similar grading and Fill Dirt removal operations. All policies of insurance required by this
<br /> Paragraph to be carried and maintained by Grantee shall be for the mutual and joint benefit and
<br /> protection of the parties and shall list Grantor as additionally insured. Copies or certificates of
<br /> such new policies of insurance shall be delivered to the Grantor upon Grantor's request, and as
<br /> often as any such policy or policies shall expire or terminate, renewal or additional policies shall
<br /> be procured and maintained by Grantee in like manner and to like extent. All such policies shall
<br /> contain a clause or endorsement to the effect that such policies may not be terminated or
<br /> materially amended except after at least ten days' written notice thereof to Grantor.
<br /> 11. Runs with the Land, Binding Upon Successors and Assigns: No Merger. The
<br /> provisions of this Agreement are intended to run with the Buffer Property and the Easement Area
<br /> Property and the Donation Property, and to be binding upon and inure to the benefit of the parties
<br /> hereto, their heirs, assigns, successors and personal representatives, and all other persons who
<br /> may hereafter acquire an interest in the Buffer Property, the Easement Area Property or the
<br /> Donation Property or any part thereof. Grantor and Grantee each further acknowledge their
<br /> mutual intent that, should the Buffer Property, the Easement Area Property and the Donation
<br /> Property at any time in the future become owned by a single individual or entity, this Agreement
<br /> and the Easement rights created hereunder shall merge, and this Easement shall thereupon
<br /> terminate and be of no further force or effect. Whenever a transfer of fee simple ownership of
<br /> MCS-7608371000001-385320 v10
<br /> 7
<br />
|