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03-28-13
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5. Claims. Each indemnified party (the "Indemnitee ") shall give the indemnifying <br />party (the "Indemnitor ") prompt written notice of any claim asserted against one or more of the <br />indemnified persons or entities under Paragraphs 3 and 4 including, but not limited to, any notice <br />of claim, demand, action, controversy or suit which may give rise to a claim of indemnification <br />under this Agreement. If the claim is covered by Paragraphs 3 or 4, the Indemnitor shall <br />undertake the defense of such claim, demand, action, controversy or suit by counsel of its <br />choosing at its sole cost and expense. The Indemnitee shall give the Indemnitor and its counsel <br />reasonable assistance and cooperation with respect to such defense. If investigative or remedial <br />work is required to resolve any claim, demand, action, controversy or suit covered by Paragraphs <br />3 or 4, the Indemnitor shall have the right to select the environmental consultant and shall pay for <br />such work at its sole cost and expense. <br />If the Indemnitor, within 30 days after notice of any claim, demand, action, controversy <br />or suit covered by Paragraphs 3 or 4, fails to undertake a defense, the Indemnitee shall have the <br />right to undertake a defense, including compromise or settlement thereof with counsel of their <br />choosing, and to select an environmental consultant to perform environmental investigation and <br />remediation work required to address such claim by an applicable government authority. The <br />Indemnitor shall be responsible for reimbursing the Indemnitee for reasonable legal fees and <br />Environmental Costs. The Indemnitor shall retain the right to assume such defense and <br />environmental work, with legal counsel and an environmental contractor of its choosing. <br />6. Remediation. Subject to the terms of this Agreement, the Indemnitor agrees to <br />promptly perform the environmental investigations and corrective actions necessary to remediate <br />any contamination by Hazardous Substances at the Property covered by the Indemnitor's <br />indemnification to the extent required by the IDEM and any other governmental authorities with <br />jurisdiction over the Hazardous Substances and contamination at the Property. As used herein, <br />"Remediation" means (i) for investigations and corrective actions covered by the Voluntary <br />Remediation Agreement and implementation of the Voluntary Remediation Plan between <br />Honeywell and IDEM, "Remediation Work" as defined in the Remediation Agreement, and (ii) <br />in all other instances, performing environmental property assessment activities (which may <br />include taking soil borings and the installation, sampling and maintaining of groundwater <br />monitoring wells and/or other monitoring points and related activities) on the Property to <br />complete an assessment of the Property as required by IDEM or other governmental authorities; <br />(iii) performing corrective action to diligently remediate such Hazardous Substances consistent <br />with the rules, regulations and requirements of IDEM or other governmental authorities. <br />The Parties acknowledge that, pursuant to the Remediation Agreement, Honeywell has <br />agreed with Bosch to undertake remediation of the surface and sub - surface Environmental <br />Conditions as set forth therein. <br />Any remediation shall be considered complete upon the issuance of a letter from IDEM <br />or other governmental authority stating that no further action is necessary concerning the <br />Property (a "NFA Letter "). Upon termination of the remediation, the Indemnitor shall <br />decommission any remaining monitoring points and other corrective action equipment and <br />restore the surface of the Property affected by the decommissioning to substantially the same <br />
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