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Buyer acknowledges and agrees that: (a) the releases set forth in Paragraph 7 are
<br />intended to extend to and extinguish all claims, causes of action, etc. that are
<br />encompassed within the terms of the releases, including those that are not presently
<br />known to or suspected by Buyer and (b) it may hereafter discover facts in addition to or
<br />different from those which it now believes concerning the subject matter of this
<br />Agreement, and that notwithstanding any such new or different facts, the releases
<br />contained herein will remain effective. Buyer further acknowledges and agrees that the
<br />foregoing waiver of Section 1542 is an essential and material term of this Agreement,
<br />without which said consideration would not have been given. Buyer has been advised by
<br />its legal counsel regarding this release and waiver and understands and acknowledges
<br />the significance and consequences of this release and waiver of Section 1542.
<br />8. INDEMNITY. Buyer shall, at its sole cost and expense, indemnify, protect, defend
<br />and hold the SCE Parties harmless, to the fullest extent permitted by law, from and
<br />against any and all Claims (including the payments of damages, both actual and
<br />consequential, the payment of penalties and fines, the payment of the actual fees and
<br />expenses of experts, attorneys and others, and the payment of the cost of environmental
<br />investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration,
<br />remedial work and other "response costs" under CERCLA or any other Environmental
<br />Requirements) arising from or in any way connected with: (a) any activities or failures to
<br />act in connection with this Agreement by Buyer, its employees, agents, or contractors; or
<br />(b) the ownership, possession, use or operation of the Facilities transferred to Buyer from
<br />and after the Closing Date; or (c) Potential Environmental Hazards relating to the Facilities
<br />or the presence, disposal, dumping, escape, seepage, leakage, spillage, discharge,
<br />emission, pumping, emptying, injecting, leaching, pouring, release or threatened release
<br />of PCBs or any other Hazardous Substances in connection with the Facilities, to the
<br />extent such Hazardous Substances were present or affecting the Facilities and/or in, on,
<br />or about the Land as of the Closing Date; or (d) the failure of the Facilities to comply with
<br />any Applicable Requirements following the Closing Date; or (e) Buyer's breach of any of
<br />its obligations under this Agreement. In no event shall Buyer be required to indemnify
<br />SCE for any claims to the extent related to the gross negligence or willful misconduct of
<br />SCE. If any action or proceeding is brought against any one or more SCE Parties for any
<br />Claim against which Buyer is obligated to indemnify or provide a defense hereunder,
<br />Buyer, upon written notice from SCE, shall defend the SCE Parties. Buyer's obligation to
<br />defend includes the obligation to defend claims and participate in administrative
<br />proceedings, even if they are false or fraudulent. The indemnity, defense and other
<br />obligations of Buyer in this Section 8 shall survive the termination of this Agreement. Any
<br />claim for indemnification for any losses connected with any Claims subject to this Section
<br />will be reduced by any amount that SCE receives from any insurance policy regarding
<br />those losses.
<br />9. MISCELLANEOUS.
<br />9.1 Time of Essence. Time is of the essence of this Agreement and each and every
<br />provision hereof.
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<br />55A-25
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