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23. INDEMNITY. Tenant-Seller agrees to indemnify, defend and hold Buyer
<br />harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability,
<br />deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys'
<br />fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation,
<br />discharge, storage, or disposal of any Hazardous Material on, under, in, or about, or the
<br />transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged
<br />violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating
<br />to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous
<br />Materials on, under, in, or about, to or from, the Premises. This indemnity shall include, without
<br />limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or
<br />out of any claim, action, suit or proceeding for personal injury (including sickness, disease or
<br />death, tangible or intangible property damage, damage to the natural resource or the
<br />environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on
<br />the environment. This indemnity extends only to acts or omissions of Tenant-Seller herein.
<br />24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce
<br />any provision of this Agreement, the party prevailing in such action shall be entitled, in addition
<br />to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs.
<br />25. COUNTERPARTS. This Agreement may be executed in counterparts and when
<br />so executed by both parties, each counterpart will constitute an original document.
<br />26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth
<br />herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the
<br />parties hereto.
<br />27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
<br />both parties; neither party relies upon any warranty or representation not contained in this
<br />Agreement.
<br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
<br />year set forth hereinabove.
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<br />SIGNATURE PAGE FOLLOWS.
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<br />25F-10
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