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SECTION 19.2 - INDEMNIFICATION: Owner shall indemnify, hold harmless, and
<br /> reimburse Manager, its subcontractors, employees, agents, successors and assigns, and the
<br /> members, managers, officers, directors, and/or shareholders thereof for, from, and against each
<br /> and every liability, loss, claim, demand, expense, and damage, including without limitation
<br /> reasonable attorney fees, imposed on or incurred by Manager, its Affiliates, subcontractors,
<br /> employees, agents, successors and assigns, and the members, managers, officers, directors,
<br /> and/or shareholders thereof directly or indirectly relating to, resulting from, or arising out of
<br /> Manager's management of the Facility. Notwithstanding the foregoing, Owner shall not be
<br /> required to indemnify Manager against damages suffered as a result of gross negligence or willful
<br /> misconduct on the part of Manager. Manager shall indemnify, hold harmless, and reimburse
<br /> Owner, its employees, agents, successors and assigns, and the members, managers, officers,
<br /> directors, and/or shareholders thereof, for, from, and against each and every liability, loss, claim,
<br /> demand, expense, and damage, including without limitation reasonable attorney fees, imposed
<br /> on or incurred by Owner, its employees, agents, successors and assigns, and the members,
<br /> managers, officers, directors, and/or shareholders thereof directly or indirectly relating to, resulting
<br /> from, or arising out of Manager's gross negligence or willful misconduct.
<br /> SECTION 19.3 - SURVIVAL: Indemnification claims under this Article Nineteen shall be
<br /> reasonably paid and adjusted upon termination of this Agreement or sale of the Facility by Owner
<br /> provided, however, Owner's indemnification of Manager shall survive termination of this
<br /> Agreement or the sale of the Facility. Any payment and adjustment made upon termination or
<br /> sale shall not relieve Owner of its obligation to indemnify Manager against claims asserted
<br /> subsequent to termination of this Agreement or the sale of the Facility. In the event of a sale,
<br /> Owner shall establish reasonably appropriate reserves for the payment of claims asserted
<br /> subsequent to the sale in an amount determined by mutual agreement of Owner and Manager.
<br /> Owner's indemnification obligation shall be binding upon its successors and assigns.
<br /> ARTICLE TWENTY
<br /> ENVIRONMENTAL REPRESENTATIONS AND INDEMNIFICATION
<br /> SECTION 20.1 - HAZARDOUS SUBSTANCES: Owner hereby represents that any well
<br /> and/or septic systems serving the Facility are in compliance with all applicable laws and
<br /> regulations. Owner hereby further represents that, to the best of its knowledge, the Facility is not
<br /> subject to any federal, state, or local "Superfund" lien proceedings, claims, liabilities, or actions,
<br /> or the threat or likelihood thereof, for the cleanup, removal, or remediation of any "hazardous
<br /> substance" from the Facility, and the Facility will be free of all "hazardous substances" as of the
<br /> Commencement Date, except cleaning supplies and the like which are permitted by and are used
<br /> in accordance with local, state, and federal statutes and regulations. As used in this Agreement,
<br /> "hazardous substance" means any substance that is toxic, ignitable, reactive, or coercive and that
<br /> is regulated by any local government, the State of , or the United States of America.
<br /> "Hazardous substance" includes any and all materials or substances that are defined as
<br /> "hazardous waste", "extremely hazardous waste", "hazardous substance", "toxic substances",
<br /> "pollutants", or "contaminants" pursuant to state, federal, or local governmental law, including,
<br /> without limitation, CERCLA, SARA, RCRA, the Clean Water Act, the OSHA Act, or the Toxic
<br /> Substances Control Act, and any other substance which could be harmful to human health.
<br /> "Hazardous substance" includes, but is not restricted to, asbestos, mold, petroleum products,
<br /> nuclear fuel or materials, known carcinogens, urea formaldehyde, foamed-in-place insulation, and
<br /> polychlorinated biphenyl (PCBs).
<br /> SECTION 20.2 - INDEMNIFICATION: Without limiting the generality of Article Nineteen,
<br /> unless directly caused by gross negligence or willful misconduct on the part of Manager, Owner
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