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Case 1:20-bk-12043 Doc 454-1 Filed 10/06/20 Entered 10/06/20 15:40:33 Desc
<br /> Exhibit A Page 9 of 31
<br /> Columbia no less than thirty (30) days prior to the commencement of such activities. Columbia
<br /> sliall have the right, but not the obligation,to have a representative onsite during such activities and
<br /> perform any necessary protection of the Pipeline or cover of the Easement.
<br /> Section 6.4 Emergency. In the event of a bonafide emergency, each Party sliall have
<br /> the right to take any and all actions that such Party deems necessary with respect to such Patty's
<br /> respective facilities, operations, and/or equipment without notice to the other Party; provided,
<br /> however, the such Patty sliall notify the other Party as soon as practicable thereafter.
<br /> ARTICLE VII
<br /> MISCELLANEOUS
<br /> Section 7.1 Representations, Each Party hereto represents and warrants that: (a) it has
<br /> the full right, power, and legal authority to enter into and frilly perform this Agreement in
<br /> accordance with its terms; (b) the execution,delivery and performance of this Agreement does not
<br /> and will not violate or cause a breach of any other agreements or obligations to which such Party is
<br /> a patty; and (c) no approval or other action by any other person, governmental authority or agency
<br /> is required in connection herewith.
<br /> Section 7.2 Indemnification.
<br /> (a) Each Party(as the"Indemnifying Party") sliall indemnify, defend, and hold
<br /> harmless the other Party, its Affiliates, and their respective contractors and agents, and each of
<br /> their respective directors, officers, members, and employees (each an "Indemnitee") fi-om and
<br /> against any and all claims, liabilities, losses, injuries, demands, judgments, arbitral awards,
<br /> penalties, fines, forfeitures, and costs incurred in connection with the same, including attorneys'
<br /> fees "Losses" to the extent that any such Losses arise in connection with any breach of this
<br /> Agreement by the Indemnifying Party, any violation of any applicable law or regulation by the
<br /> Indemnifying Party, any breach of any representations or covenants contained in this Agreement
<br /> by the Indemnifying Party, or for any personal injury, wrongful death, or property damage to the
<br /> extent caused by the Indemnifying Patty's negligence, gross negligence, or willful misconduct.
<br /> (b) Notwithstanding Section 7.2(a)or anything herein to the contrary contained
<br /> herein, CAM acknowledges and agrees that Columbia has compensated CAM in advance for any
<br /> and all costs, damages, and expenses which may arise out of,are connected with, or related in any
<br /> way to Colombia's rights set forth in this Agreement, including but not limited to, the Support
<br /> Coal.
<br /> (c) The amount of any Losses for which any Indemnitee is entitled to indemnity
<br /> under this Section T2 sliall be reduced by the amount of insurance proceeds realized by such
<br /> Indemnitee or its Affiliates with respect to such Losses (net of any collection costs, and excluding
<br /> the proceeds of any insurance policy issued or underwritten by such Indemnitee or its Affiliates);
<br /> provided, however, that no Indemnitee sliall be required to seek recovery under any policy of
<br /> insurance as a condition to indemnification hereunder.
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