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Section 5.5. Indemnification.
(a) To the extent permitted by applicable law, EDA shall indemnify, defend, and hold
Purchaser and each of Purchaser’s affiliates, managers, members, partners, shareholders, officers,
directors, employees, agents, attorneys and consultants (collectively, the “Purchaser Indemnified
Parties”) harmless from and against any and all claims, demands, causes of action, losses,
damages, liabilities, costs, and expenses (including reasonable attorney’s fees and court costs),
known or unknown, fixed or contingent (all of the foregoing, collectively, “Losses”), asserted
against or incurred by any Purchaser Indemnified Party and arising out of or related to a release of
any Hazardous Material on, in, under, or from the Property or a violation or alleged violation of
Environmental Law to the extent the release of Hazardous Material or the actual or alleged
violation accrued, arose, or first occurred prior to the Closing; provided, however, in no event shall
any Purchaser Indemnified Party be entitled to receive any award for Losses that constitute
punitive or exemplary damages (unless such damages are owed to a third party).
(6) The foregoing indemnification obligations in this Section 5.5 shall survive until one
(1) year after Closing or earlier termination of this Contract, as applicable (the “Indemnification
Period”); provided, however, that if, prior to the end of the Indemnification Period, a party provides
written notice to the other party of any claim or Losses that may give rise to any indemnification
obligations hereunder, such indemnification obligations will survive the expiration of the
Indemnification Period until such time as the applicable claim or Losses are finally and
conclusively resolved.
ARTICLE VI
ASSIGNMENT LIMITATIONS
Except as otherwise specifically provided herein, prior to Closing, Developer may not
assign this Contract, the Development Agreement, or any right, title or interest hereunder, to
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