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will not conflict with, or result in a breach of any term or provision of, or constitute a default
under, as may be applicable, any agreement or other instrument to which the Receiver is a party
or by which it is bound.
7.
Attorneys’ Fees; Forum Selection; Waiver of Jury Trial. In the event that any
party hereto resorts to a civil action, suit, or proceeding to enforce the terms of this Agreement,
the prevailing party in such action, suit, or proceeding shall be awarded its reasonable attorneys’
fees, costs and reasonable expenses necessary to prosecute or defend such civil action, suit, or
proceeding, as may be applicable. Any action brought by the Receiver or Cyclone with respect
to this Agreement shall be brought in and the sole place of venue and jurisdiction for said action
shall be the Circuit Court of the City of Newport News, Virginia, in the Receivership
Proceeding. THE RECEIVER AND CYCLONE HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT
TO ANY LITIGATION BETWEEN THEM RELATING IN ANY WAY TO THIS
AGREEMENT, THE PURCHASE AGREEMENT, THE PROPERTY, OR THE DEPOSIT.
8.
Indemnification.
(a)
The Receiver to Cyclone. The Receiver hereby agrees to defend,
indemnify, and hold Cyclone harmless from and against all claims, loss, liability, damage, and
expense, including reasonable attorneys’ fees, suffered or incurred by Cyclone, directly or
indirectly, by reason of, or which results, arises out of, or is based upon the inaccuracy of any
representation or breach of any warranty made by the Receiver in this Agreement or the failure
of the Receiver to comply with any of its covenants made in this Agreement.
(b)
Cyclone to the Receiver. Cyclone hereby agrees to defend, indemnify,
and hold the Receiver harmless from and against all claims, loss, liability, damage, and expense,
including reasonable attorneys’ fees, suffered or incurred by the Receiver, directly or indirectly,
by reason of, or which results, arises out of, or is based upon the inaccuracy of any representation
or breach of any warranty made by Cyclone in this Agreement or the failure of Cyclone to
comply with any of its covenants made in this Agreement.
9.
Acknowledgments. PRIOR TO THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE RECEIVER AND CYCLONE RECEIVED THE ADVICE OF
QUALIFIED COUNSEL ON THE RAMIFICATIONS AND EFFECTS HEREOF (OR EACH
HAD THE OPPORTUNITY AND WAS ENCOURAGED TO OBTAIN SUCH COUNSEL).
THE RECEIVER AND CYCLONE ACKNOWLEDGE THAT THEY HAVE THOROUGHLY
READ AND REVIEWED THE TERMS OF THIS AGREEMENT AND ARE FAMILIAR
THEREWITH, AND THEY HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY
AND WITHOUT DURESS OR UNDUE INFLUENCE OF ANY KIND.
10.
Notices. Any notice pursuant to this Agreement shall be given in writing by (a)
personal delivery, or (b) expedited delivery service with proof of delivery, or (c) United States
Priority Mail, postage prepaid, sent to the intended addressee at the address set forth below, or to
such other address or to the attention of such other person as the addressee shall have designated
Case 25-23251-MEH Doc 18-19 Filed 12/22/25 Entered 12/22/25 20:08:18 Desc
Exhibit 6 Page 11 of 19
ANN public excerpt | ECF 18-19, pages 8-19 | combined source PDF 447/478
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