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HAZARDOUS MATERIALS LAWS PERTAINING TO THE PROPERTY OR THE
<br /> ACTIVITIES THEREON. THIS RELEASE APPLIES TO ALL DESCRIBED RIGHTS, CLAIMS
<br /> AND ACTIONS, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN,
<br /> PRESENT OR FUTURE.
<br /> C. Indemnihr. TO THE FULLEST EXTENT PERMITTED BY LAW,DONEE
<br /> AGREES TO PROTECT, DEFEND (WITH ATTORNEYS REASONABLY ACCEPTABLE TO
<br /> THE DONOR), HOLD HARMLESS, AND INDEMNIFY THE DONOR, ITS DIRECTORS,
<br /> OFFICERS, EMPLOYEES, CONSULTANTS, AND AGENTS (HEREIN COLLECTIVELY
<br /> REFERRED TO AS "INDEMNITEES"), FROM AND AGAINST ALL CLAIMS, ACTIONS,
<br /> LIABILITIES,DAMAGES,LOSSES (INCLUDING ECONOMIC LOSSES),FEES,COSTS,AND
<br /> EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES INCURRED IN THE
<br /> ENFORCEMENT OF THIS INDEMNITY PROVISION) ARISING IN WHOLE OR IN PART
<br /> OUT OF: (A) ANY ACTUAL OR ALLEGED BODILY INJURY OR DEATH; (B) INJURY TO,
<br /> DESTRUCTION OF, OR ENVIRONMENTAL IMPAIRMENT OF TANGIBLE REAL OR
<br /> PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, THE LOSS OF USE
<br /> RESULTING THEREFROM; (C) VIOLATION OF APPLICABLE LAWS, RULES OR
<br /> REGULATORY REQUIREMENTS; OR(D)ANY OTHER DAMAGE OR LOSS ARISING OUT
<br /> OF OR RESULTING FROM THE PROPERTY OR NEGLIGENT ACT OR OMISSION
<br /> (WHETHER SOLE, JOINT, CONCURRENT OR GROSS) OF DONEE, OR ANY OFFICER,
<br /> DIRECTOR, AGENT, EMPLOYEE OR REPRESENTATIVE OF DONEE, RELATED IN ANY
<br /> WAY TO THE PROPERTY.
<br /> d. Effectiveness. THE PROVISIONS OF THIS SECTION 5 SHALL BE
<br /> EFFECTIVE AS OF THE CLOSING DATE AND SHALL SURVIVE THE CLOSING DATE OR
<br /> TERMINATION OF THIS AGREEMENT. IT IS THE INTENT OF THE PARTIES THAT ANY
<br /> DUTY OF THE DONEE TO INDEMNIFY DONOR AS SET FORTH IN 5(C) IS EFFECTIVE
<br /> FOR ONLY THOSE CLAIMS ARISING ON OR AFTER THE CLOSING DATE.
<br /> e. Meanin :FOR PURPOSES OF THIS SECTION 5,ALL REFERENCES TO
<br /> "DONOR" SHALL INCLUDE: (A) DONOR'S DIRECTORS, OFFICERS, SHAREHOLDERS,
<br /> EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, AND (B)THE HEIRS,
<br /> SUCCESSORS,PERSONAL REPRESENTATIVES AND ASSIGNS THEREOF.
<br /> 6. Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of
<br /> the successors and assigns of the Parties. Notwithstanding the foregoing,Donee may not transfer,assign
<br /> or encumber Donee's rights under this Agreement without Donor's prior written consent,which may be
<br /> withheld in Donor's sole and exclusive discretion.
<br /> 7. Entire Agreement. This Agreement contains the entire agreement between the Parties
<br /> concerning the donation of the Property and supersedes all prior written or oral agreements between the
<br /> Parties to this Agreement. No addition to or modification of any term or provision shall be effective
<br /> unless in writing,signed by both Donor and Donee.
<br /> 8. Recitals: Terms of Art. The Parties acknowledge that the Recitals set forth above are
<br /> incorporated into this Agreement as if restated in full and shall be deemed an integral part hereof. Terms
<br /> of art shall have the meaning so ascribed herein.
<br /> 9. Partial Invalidity. If any portion of this Agreement shall be declared by any court of
<br /> competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from
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