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15.. NOTICE OF CLAIM FOR INDEMNIFICATION. <br />Tf a Claim is asserted against a party for which [he other party would be liable under the <br />provisions of Section 12 or 13 above, it is a condition precedent to the indemnifying party's obligations <br />hereunder that the indemnified party give the indemnifying party written notice of such Claim setting <br />forth all particulars of the Claim, as known by the indemnified party, including a copy of the Claim (if it <br />is a written Claim). The indemnified party shall make a good faith effort to notify the indemnifying party <br />within &ve days of receipt of a Claim and shall effect such notice in all events within such time as will <br />allow the indemnifying party to defend against such Claim. An indemnifying party shall not be obligated <br />to reimburse an indemnified party for amounts paid in settlement of an indemnified claim unless the <br />indemnifying party has agreed to the settlement, which agreement shall not be unreasonably withheld or <br />delayed. <br />16. REPRESENTATIONS. <br />Each party represents that it has the full right and authority to enter into this Agreement. KPK <br />does not represent that it has rights to settle matters for all of the mineral owners or any other lessees in <br />the Property and this Agreement shall only apply to and bind the KPK leasehold interest in the property. <br />17. SUCCESSORS. <br />The terms, covenants, and conditions hereof shall be binding upon and shall inure to the benefit <br />of the parties and their respective successors and assigns; provided, as to KPK, successors and assigns <br />shall be deemed to be limited to lessees under the oil and gas leases which KPK owns. <br />18. TERM, <br />This Agreement shall become effective when it is fu[Iy executed and shad remain in full force <br />and effect until the earlier to occur of the following: (a) KPK's leasehold estate expires or is terminated, <br />and KPK has plugged and abandoned all wells and complied with the requirements of all applicable oil <br />and gas leases pertaining to removal of equipment, reclamation, cleanup and all other applicable <br />provisions of the leases and existing laws and regulations or (b) Zadel Family, LLLP's sand, gravel and <br />aggregate mining lease expires or is Yerminated (as to the portion of the Property leased by Zade1 Pamily, <br />LLLP) and Zadel Family, LLLP has complied with the requirements of it mining lease and Mining Permit <br />pertaining to removal of equipment, reclamation, cleanup and all other applicable provisions of the lease, <br />Mining Permit and existing laws and regulations. When this Agreement ceases to he in full force and <br />effect, the Parties shall execute any and all releases necessary to evidence the fact that this Agreement <br />shall uo longer apply to the Property, except as to any indemnities set forth herein, which indemnities <br />shall survive termination. <br />19. AMENDMENTS. <br />This agreement maybe amended by an instrument in writing signed by the parties hereto. <br /> <br />~'.n,: nc=.~ce or ~>thcr a~snn:~tttication reGaircd or permitted under ili7s .Agr~~~metu s:uilt be <br />:ufflr~eni it d~fiositca iti t? S ~V£a~1. paaar~c nrr,aut addr~ss<xl to eact< <af the I~t3ewing: <br />K.F. Kauffinan Company, Ine. ladcl Family, LLLP. <br />1675 Broadway, 28~' Floor 4200 WCR 19 <br />z~ <br />-g- <br />