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WHEREAS, the City may seek to recover its costs for the environmental
<br />remediation of the Property from insurers or other third parties; and
<br />WHEREAS, to induce Seller to convey the Property to Buyer, Seller desires that
<br />the City execute this Agreement which includes, among other provisions, a release of
<br />claims relating to existing Environmental Conditions at the Property and indemnification
<br />from the City against any claims or suits that might be made or filed against Ivy Tower
<br />by any Person in the event that the City should seek to recover its costs for the
<br />environmental remediation of the Property from any Person;
<br />NOW, THEREFORE, in consideration of, and in reliance on the agreements and
<br />mutual covenants and accords contained herein, the City and Ivy Tower agree as follows:
<br />The following definitions will apply to the listed terms wherever those terms
<br />appear throughout this Agreement. Moreover, each defined term stated in a singular
<br />form shall include the plural form, each defined term stated in plural form shall include
<br />the singular form, and each defined term stated in the masculine form or in the feminine
<br />form shall include the other:
<br />"Agreement" means this Indemnification Agreement.
<br />2. "Effective Dale" means the date on which the Property is sold by Seller to
<br />Buyer or Buyer's permitted assigns.
<br />3. The "City of South Bend" or "City" means the municipality of South
<br />Bend, Indiana, the South Bend Redevelopment Commission, the South Bend Board of
<br />Public Works, and their corporate officers, agents and employees in their official
<br />capacities, only, and not in their personal capacities.
<br />4. "Claim" means all claims, third party claims, causes of action, lawsuits,
<br />cross - claims, counterclaims, obligations, liabilities, rights, demands (including letter -
<br />demands, notices, or inquiries from any Person or government agency), penalties,
<br />assessments, losses, damages, requests, suits, lawsuits, costs (including attorneys' fees
<br />and expenses), interest of any kind, actions, administrative proceedings, criminal
<br />proceedings, or orders, of whatever nature, character, type, or description, whenever and
<br />however occurring, whether at law or in equity, and whether sounding in tort or contract,
<br />or any statutory, regulatory or common law claim or remedy of any type, arising directly
<br />or indirectly, in whole or in part, from any action that the City may take against a Person
<br />to recover the City's costs for the investigation or remediation of the Property or to
<br />compel or enjoin a Person to investigate or remediate the Property.
<br />5. "Environmental Conditions" means the actual, alleged, or threatened
<br />discharge, dispersal, release, escape, migration, seepage or abandonment of any solid,
<br />liquid, gaseous or thermal irritant or contaminant, including but not limited to, Hazardous
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