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<br />b. Aggregate will refund any moneys deposited, paid or received, from, by or
<br />through Thornton, to Thornton, the parties will enter into a Stipulation
<br />dismissing the Condemnation Action, each side to pay their own costs and
<br />attorneys' fees, and Aggregate will waive any right to claim any damages,
<br />costs or expenses due to the abandonment of the Condemnation Action.
<br />c. Aggregate shall retain any moneys deposited, paid or received, from, by or
<br />through Thornton, the parties shall enter into a Stipulation dismissing the
<br />Condemnation Action, each side to pay their own costs and attorney's fees,
<br />and Aggregate will waive any right to claim any damages, costs or expenses
<br />due to the abandonment of the Condemnation Action.
<br />Indemnification
<br />38. Indemnification by Aggregate. Aggregate shall indemnify and hold harmless
<br />Thornton, its representatives, officials and employees, of and from any and all claims, demands,
<br />actions, causes of action, liabilities, expenses and damages of whatever kind or nature, including
<br />attorney fees and court costs, arising out of or in connection with injuries, losses or damages in
<br />any manner connected with Aggregate's reclamation activities on the Property, post mining
<br />activities necessary under its permits, provided that such injuries, losses or damages are caused
<br />by the acts, errors or omissions of Aggregate's officers, employees, contractors, subcontractors or
<br />agents.
<br />39. Indemnification by Thomton. Thornton shall indemnify and hold harmless
<br />Aggregate, its officers, employees and representatives, of and from any and all claims, demands,
<br />actions, causes of action, liabilities, expenses and damages of whatever kind or nature, including
<br />attomey fees and court costs, arising out of or in connection with injuries, losses or damages in
<br />any manner connected with Thornton's activities on the Properly, damage to Aggregate's
<br />reclamation work, and Thornton's use of the Reservoir and the Property, provided that such
<br />injuries, losses or damages are caused by the acts, errors or omissions of Thomton's officers,
<br />employees, contractors, subcontractors or agents.
<br />40. Environmental Matters. As between Aggregate and Thornton, Aggregate shall be
<br />liable for and sha11 indemnify and hold harmlessThomton of and from any and all claims, demands,
<br />actions, causes of action, liabilities, damages and expenses, including court costs and reasonable
<br />attomey's fees which Thornton may suffer, incur or be put to pay as the result of the presence of
<br />any hazardous, toxic or otherwise illegal substances or materials placed on the Property prior to
<br />Closing, including any contamination which meets all of the conditions set forth in (a) through (d),
<br />of this Paragraph, except to the extent such contamination has been caused by, contributed to,
<br />or exacerbated by Thomton, its agents, contractors, grantees, successors or assigns, namely (a)
<br />contamination consisting of hazardous substances (as defined at 42 U.S.C. § 9601(14) in CERCLA),
<br />Hammer
<br />Option & Purchase Agreement
<br />December 11, 2000
<br />Page 23 of 29
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