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received a bona fide written offer that will reduce such Hauler's "costs of
<br />disposal" (tipping fees plus transportation costs) by greater than fifteen
<br />percent (15%) per year, the Hauler may terminate this Agreement by
<br />providing one hundred eighty (180) days advance written notice to GRE
<br />together with appropriate documentation evidencing such bona fide
<br />written offer. Notwithstanding the foregoing, within thirty (30) days after
<br />receipt of the written notice described above, GRE shall have the right to
<br />match the terms of such bona fide written offer, in which case this
<br />Agreement shall not terminate and the terms of this Agreement shall
<br />continue in full force and effect, as appropriately amended to incorporate
<br />the terms of such bona fide written offer.
<br />B. Effect of Termination. Termination under this Section VI will cause all rights
<br />and obligations of the parties under this Agreement to terminate without any
<br />liability of any party to any other party, except that termination will have no effect
<br />on performance obligations or amounts to be paid that have accrued up to the
<br />effective date of such termination. In addition, the indemnification obligations
<br />contained in Section VII of this Agreement will survive the termination of this
<br />Agreement.
<br />VII. INDEMNIFICATION
<br />A. Indemnification of GRE. The Hauler agrees to defend, indemnify, and hold
<br />harmless GRE, its officers, agents, employees and contractors (i) from any
<br />liability, claims, causes of action, judgments, damages, losses, costs, or expenses,
<br />including reasonable attorney's fees, resulting directly or indirectly from any act
<br />or omission of the Hauler or its officers, agents, employees or contractors, and (ii)
<br />against all loss by reason of the failure of the Hauler to perform fully, in any
<br />respect, all obligations under this Agreement.
<br />B. Indemnification of Hauler. GRE agrees to defend, indemnify, and hold
<br />harmless the Hauler, its officers, agents, employees and contractors (i) from any
<br />liability, claims, causes of action, judgments, damages, losses, costs, or expenses,
<br />including reasonable attorney's fees, resulting directly or indirectly from any act
<br />or omission of GRE or its officers, agents, employees or contractors, and (ii)
<br />against all loss by reason of the failure of GRE to perform fully, in any respect, all
<br />obligations under this Agreement.
<br />VIII. CONDITIONS TO EFFECTIVENESS; BINDING EFFECT. This Agreement will
<br />become effective only upon (i) consummation of GRE's purchase of the Facility from
<br />RRT; and (ii) GRE entering into agreements with the Other County Haulers servicing the
<br />Counties (the "Other Hauler Contracts") on substantially similar terms and conditions
<br />as are set forth in this Agreement with respect to minimum requirements of tonnage
<br />delivery and uniformity of pricing. Upon satisfaction of these conditions, this Agreement
<br />shall then be binding upon and inure to the benefit of the respective parties, their
<br />representatives, successors and assigns.
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