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If, and only if, on or before December 14, 1985, Ramsey <br />notifies Silver Bay of the portion of the Transferred <br />Allocation which Ramsey does not intend to issue, Silver Bay <br />shall, before December 20, 1985, notify the Department as <br />provided by Section 474.18 that bonds will be issued in an <br />amount equal to the amount state by Ramsey in its notice to <br />Sivler Bay. <br /> <br /> 6. Ramsey shall indemnify and hold harmless <br /> <br />Silver Bay and its officers, directors, employees and agents, <br />from and against (A) any and all claims by or on behalf of any <br />person arising from any cause whatsoever in connection with the <br />issuance of Bonds by Ramsey under the Transferred Allocation; <br />(B) any and all claims arising from any act or omission in <br />connection with any project financed by proceeds of bonds <br />issued by Ramsey under the Transferred Allocation; (C) all <br />costs, consel fees, expenses, and liabilities incurred in <br />connection with any such claim or proceeding brought thereon. <br /> <br />If any action or proceeding is brought against Silver Bay any <br />of its officers, directors, officials or employees with respect <br />to which indemnity may be sought hereunder, Ramsey, upon <br />written notice from Silver Bay, shall assume the investigation <br />and defense thereof, including the employment of counsel <br />acceptable to Silver Bay, as the case may be, and the payment <br />of all expenses. Silver Bay shall have the right to employ <br /> <br /> <br />