6.B.(5) Real Estate Purcahse and Site Work Agreement

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EXHIBIT F INDEMNITY AGREEMENT This Indemnity Agreement (the "Al~reement") is made and entered into this _ day of _ , 2009, by and among the CITY oI~ SOUTI-~ BIND, INDIANA (the "City"), the SOUI l1 BEND REDEVELOPMENT COMMISSION (the "Commission", and together with the City, the "Public Entities"), THE 1100 CORPORATION, an Indiana corporation (the "Company"), and UPV LAND, L.LC, an Indiana limited liability company ("UPV Land"). BACKGROUND A. The Public Entities and the Company are parties to that certain Real Estate Purchase and Site Work Agreement dated _ , 2009 (the "Purchase Agreement") pursuant to which the Public Entities are acquiring certain real estate and improvements located thereon generally known as 1100 Prairie Avenue, South Bend, Indiana. B. As part of the purchase contemplated by the Purchase Agreement, the Commission agreed to sell certain property located in the Oliver Industrial Park and legally described on Exhibit A attached hereto (the "Oliver Park Site") to the Company. C. The City informed the Company that certain soil and groundwater contamination exists at the Oliver Park Site (the "Contamination"). D. The Public Entities have agreed to indemnify, defend and hold harmless Company fi-om and against any and all claims, suits, damages, costs, expenses, fees, and liability of any kind whatsoever relating to or arising from the Contamination existing as at, on or under the Oliver Park Site of the closing date of the transfer of the Oliver Park Site to the Company. E. It is anticipated that ownership of the Oliver Park Site will be transferred to UPV Land. F. The parties desire to enter into this Agreement to set forth their understandings related to liability for any and all claims relating to the Contamination. NOW THEREFORE, in consideration of the mutual promises and covenants contained in the Purchase Agreement and in this Agreement, the parties agree as follows: The above recitals shall become a part of this Agreement as if set forth verbatim herein.