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Agreement; and (3) no additional responsibilities or obligations related to <br />MMM's future or additional activities on the MMM Property that are required or <br />permitted by this Agreement. <br />8.2. MMM INDEMNIFICATION OF DITCH COMPANY. Subject to the limitation in <br />Section 5.1 of this Agreement (relating to damages in connection with the Ditch <br />Company's inability to deliver water due to MMM's failure to maintain), MMM <br />agrees to indemnify and to hold harmless the Ditch Company (including its <br />officers, directors, employees and agents) and its successors and assigns for any <br />claims, demands, awards, judgments of any kind or nature, defense costs <br />including reasonable attorneys' fees for damage or for injury to persons or <br />property arising from or caused directly or indirectly by: (1) MMM's <br />construction, maintenance, repair and replacement of the Temporary Ditch and <br />the Permanent Ditch Relocation; (2) MMM's occupancy and use of the MMM <br />Property; and (3) MMM's failure to obtain permits or approvals or failure to <br />comply with all applicable laws and regulations as specified in paragraph 4 of this <br />Agreement. <br />9. TERM. This Agreement shall be perpetual unless modified by Court Order or by the <br />written consent of the Parties. <br />10. NOTICES. Any notice required or permitted by this Agreement shall be in writing. <br />Notice shall be deemed to have been sufficiently given for all purposes when: (1) sent by <br />certified or registered mail, postage and fees prepaid, addressed to the party at the address <br />listed below; or (2) hand - delivered to the party at the address listed below. <br />DITCH COMPANY: <br />The Smith and Emmons Ditch Company <br />c/o Dan Grant, Secretary <br />P.O. Box 1826 <br />Longmont, CO 80502 -1826 <br />MMM: <br />Martin Marietta Materials, Inc. <br />2710 Wycliff Road <br />Raleigh, North Carolina 27607 <br />Attention: Senior Vice President & General <br />Counsel <br />COPY TO: <br />Lyons Gaddis Kahn & Hall, P.C. <br />c/o Scott E. Holwick, Esq. <br />P.O. Box 978 <br />Longmont, CO 80502 -0978 <br />COPY TO: <br />White & Jankowski, LLP <br />511 Sixteenth Street, Suite 500 <br />Denver CO 80202 -4224 <br />11. BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding upon <br />the Parties, successors, and assigns. However, nothing in this paragraph shall be <br />construed to permit the assignment or delegation of this Agreement except as specifically <br />authorized herein. <br />12. ASSIGNMENT. This Agreement shall not be assigned or delegated except with the <br />prior written consent of the Parties. <br />7 <br />