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Section 8. Indemnification
<br /> A. City's Indemnity to K-C
<br /> Purchaser hereby agrees to and shall indemnify, defend, protect and hold Seller and its employees,
<br /> agents, officers, directors and shareholders ("Seller Indemnified Parties") harmless of, from and
<br /> against any and all liabilities, suits,claims, losses, causes of action,liens,fines, penalties,costs and
<br /> expenses, including, without limitation, court costs, reasonable attorneys' fees and costs, and
<br /> damages including but not limited to injury to or death of any person or damage to any property
<br /> (collectively"Claims")sustained by Seller Indemnified Parties or asserted by any third party against
<br /> Seller Indemnified Parties or the Property,for: (a) acts or omissions of Purchaser and its employees,
<br /> agents, officers, directors, and tenants with respect to the Property after the Closing Date; (b) any
<br /> spills or releases of Hazardous Substances on the Property resulting from the acts or omissions of
<br /> Purchaser and its employees, agents, officers,directors,tenants and invitees after the Closing Date;
<br /> and (c) any cleanup costs with respect to Hazardous Substances on the Property which Purchaser
<br /> has agreed to pay under the MOU; provided, however,the foregoing indemnity shall not cover any
<br /> claims: (a) in connection with any obligations of Seller that may be contained in the MOU and final
<br /> Ecology remedial action approvals obtained by the Parties under the MOU; (b) any obligations of
<br /> Seller in existing easements or agreements with respect to the Property that have not been
<br /> assumed by Purchaser;and (c) any claims resulting from the gross negligence or willful misconduct
<br /> of Seller Indemnified Parties. The foregoing indemnity shall survive the expiration or earlier
<br /> termination of this Agreement.
<br /> B. Seller's Indemnity to Purchaser
<br /> Seller hereby agrees to and shall indemnify,defend, protect and hold Purchaser and its employees,
<br /> agents, officers, directors and tenants ("Purchaser Indemnified Parties") harmless of, from and
<br /> against any and all Claims sustained by Purchaser Indemnified Parties or asserted by any third party
<br /> against Purchaser Indemnified Parties or the Property for: (a) acts or omissions of Seller and its
<br /> employees, agents, officers, directors, and tenants with respect to the Property prior to the Closing
<br /> Date; (b) any spills or releases of Hazardous Substances on the Property resulting from the acts or
<br /> omissions of Seller and its employees, agents, officers, directors, tenants and invitees prior to the
<br /> Closing Date; and (c) any cleanup costs with respect to Hazardous Substances on the Property
<br /> which Seller has agreed to pay under the MOU;provided, however,the foregoing indemnity shall not
<br /> cover any claims: (a) in connection with any obligations on Purchaser that may be contained in the
<br /> MOU and final Ecology remedial action approvals obtained by the Parties under the MOU; (b) any
<br /> obligations of Purchaser in existing easements or agreements with respect to the Property that have
<br /> been assumed by Purchaser; and (c) any claims resulting from the gross negligence or willful
<br /> misconduct of Purchaser Indemnified Parties. The foregoing indemnity shall survive the expiration
<br /> or earlier termination of this Agreement.
<br /> C. Cooperation
<br /> The Parties agree to cooperate in the event that a Claim related to the presence of
<br /> Hazardous Substances on the Property is brought by a third party.
<br /> Section 9. Retained Property and Right of First Refusal.
<br /> A. The Purchaser understands and acknowledges that the Seller shall retain ownership
<br /> of certain real estate adjacent to the Property consisting of approximately twenty-six(26)acres,and
<br /> legally described as set forth on Exhibit F hereto and incorporated herein by this reference
<br /> ("Retained Property").
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