Chapter 6 - FORM 6T • PURCHASE AGREEMENT CLAUSE — THIRD-PARTY INDEMNITY

• Jurisdiction: Colorado

FORM 6T • PURCHASE AGREEMENT CLAUSE — THIRD-PARTY INDEMNITY

Indemnification. Responsible party agrees to release, indemnify, and hold harmless the owner and its employees, agents, lenders, assignees, and grantees from and against all liability, claims, suits, actions, administrative proceedings, orders, damages, costs, assessments, fines, and penalties (including court costs and reasonable expert witness and attorney fees) arising out of or relating to: (1) the presence or alleged presence, known or unknown, of contamination or contaminants at, on, under, or migrating from the property as a result of the use or occupancy of the property by responsible party; and (2) any activities conducted at the property by responsible party, its agents, employees, or contractors. This indemnification is not limited to third-party claims.

- OR -

Covenant Not to Sue. [Party 1] and its present or future members, officers, directors and counsel agree that they will not directly or indirectly encourage, aid, commence, or prosecute any lawsuits or other legal proceedings against [Party 2], which will be defined to include its past and present directors, managers, officers, shareholders, partners, agents, employees, attorneys, predecessors, successors, assigns, indemnities, franchises, and any parent subsidiary, or affiliated corporations or entities, related in any way to the Released Claims ("Covenant Not to Sue"). This Covenant Not to Sue includes, but is not limited to, any suits arising under environmental statutes such as, but not limited to, the Resource Conservation and Recovery Act, The Clean Water Act, and the Comprehensive Environmental Response, Compensation, and Liability Act.

Claims and Indemnity Procedures.

a. Notice. An Indemnified Party must provide written notice to the Indemnitor within 10 days after obtaining knowledge of any claim that it may have pursuant to [Indemnity Claims Section] (whether for its own Damages or in connection with a third party claim). Such notice will set forth in reasonable detail the claim and the basis for the indemnification.

b. Position Regarding Defense. In the event demand for a defense is made upon the Indemnitor, the Indemnitor shall notify the Indemnified Party within ten (10) business days of receiving the demand whether it will provide a defense for the Indemnified Party. Absent a writing from the Indemnified Party consenting to an extension of the ten (10) day period, any failure of the Indemnitor to respond to the demand...