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B. AGREEMENT 1. The City shall indemnify, defend and hold Ivy Tower harmless against any and all Claims by any Person against Ivy Tower. 2. The City covenants not to sue, and hereby releases, Ivy Tower from any claims relating to or arising out of Environmental Conditions at the Property, including but not limited to recovery of, contribution toward, or reimbursement of any costs, fees or expenses incurred by or on behalf of the City to investigate and/or remediate all Environmental Conditions at the Property, except as may be necessary to assert, and solely for the purpose of asserting, a claim against Ivy Tower's insurance policies. In any such case, the City shall not seek to recover from Ivy Tower any portion of a) any J udgment against Ivy Tower or b) any judgment against any of the Ivy Tower carriers, and the City explicitly waives any right to do so. 3. Based solely on the actual knowledge of the current officers of the Seller, Abraham Marcus and Tela Schulman- Hektor, Seller represents and warrants that it has not intentionally taken any affirmative actions in connection with the Property that materially violated applicable Environmental Laws. 4. The City will provide to Ivy Tower contemporaneous written notice of any action that it takes against any Person to recover the City's costs for the remediation of the Property. 5. Ivy Tower will provide to the City written notice of any Claim to which it believes that this Agreement might apply as soon as practicable after receiving such Claim. Such written notice will be directed to the Mayor of the City and the City's Attorney. 6. In the event that Ivy Tower provides written notice to the City of any Claim to which it thinks this Agreement applies, the City shall respond to Ivy Tower within 10 days, accepting or denying the defense and indemnity of the Claim. 7. In the event that a Claim is made or filed against Ivy Tower to which this Agreement applies, the City will first seek to substitute itself for Ivy Tower in any proceeding arising from, or attendant to, the Claim. 8. In the event that a Claim is made or filed against Ivy Tower to which this Agreement applies, the City will be responsible for the payment of all reasonable fees, costs, and expenses incurred in defense of such Claim. 9. In the event that a Claim is made or filed against Ivy Tower to which this Agreement applies, the City will indemnify, defend and hold Ivy Tower harmless against any judgment that may be entered against Ivy Tower or any settlement that may otherwise be required to resolve such Claim.