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14. Indemnifications. n ~ ~1 <br />a. Seller must indemnify and defend Buyer against and 6hf l~i ~r ~isTn71~Ss <br />from any and all claims, causes of action, administrative orders, cost , xpen s <br />liabilities of every kind and nature and howsoever originating and existing, arising out of <br />Seller's operation or ownership of the Property prior to the Date of Closing, whether <br />currently known or unknown including, but not limited to, claims for environmental <br />contamination of the Property and including Buyer's attorneys fees and costs incurred in <br />defending against claims to establish or enforce such liabilities. <br />b. Buyer must indemnify and defend Seller and hold Seller harmless from <br />any and all claims, causes of action, administrative orders, costs, expenses and liabilities <br />of every kind and nature howsoever originating and existing, arising out of any and all <br />the Buyer's operation or ownership of the Property subsequent to the Date of Closing, <br />including, but not limited to claims for environmental contamination of the Property and <br />including Seller's attorneys fees and costs incurred in defending claims to establish or <br />enforce such liabilities. <br />15. Seller's Disclosure and Buyer's Inspection. Seller must deliver to Buyer such <br />of the following as are currently in Seller's possession or readily available to Seller at no cost <br />within seven (7) days of the date of this Agreement: <br />a. any construction or "as built" drawings or specifications for the <br />improvements located on the Property; <br />b. any manuals and other documents in Seller's possession or available to <br />Seller relating to the operation and maintenance of fixtures and equipment located on the <br />Property, including but not limited to, telephones, heating, cooling, plumbing and <br />electrical systems; <br />c. any maintenance and repair records relating to the improvements or <br />equipment located on the Property; <br />d. any environmental assessments or reports relating to the Property; <br />any leases relating to the Property; and <br />f. any abstracts of title to the Property. <br />At all times prior to the Date of Closing, Buyer and its agents have the right, upon reasonable <br />notice to Seller, to go upon the Property to inspect the Property and to determine the condition of <br />the Property and the improvements located thereon, including specifically the presence or <br />absence of hazardous substances, petroleum products and asbestos in, on, or about the Property. <br />Seller agrees to cooperate with Buyer in this regard including making personnel available for <br />orientations on various systems located within the improvements located on the Property. Buyer <br />agrees to repair any damage to the Property caused by such inspections and to return the Property <br />to substantially the same condition as existed prior to Buyer's inspection. <br />1941727v5 <br />