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<br />defending any action or lawsuit brought to recover any such fees or commissions incurred by the <br />other part)', including reasonable attorney's fees. <br /> <br />13. Mutual Indemnification. Seller and Buyer agree to indemnify . each other <br />agair,st, and hold each other harmless from, all liabilities (including reasonable attome)'s' fees in <br />defending against claims) arising out of the o\vnership, operation or maintenance of the Property <br />for their respective periods of o'li'(nersbip. Such rights to indemnification will not arise to the <br />extent that (a) the party seeking indemnification actually receives insurance proceeds or other <br />cash paymem directly attributable to the liability in question (net of the cost of collection, <br />including reasonable attorne)'s' fees) or (b) the claim for indemnification arises out of the act or <br />neglect of the part)' seeking indemnification. If and to the extent that the indemnified party has <br />insurance coverage, or the right to make claim against any third party for any amount to be <br />indeIi:mified against as set forth above, the indemnified party will, upon full perfonnance by the <br />indemnifYing pany of this indemnification obligations, assign such rigbts to the indemnifying <br />party or, if such rights are not assignable, the indemnified party will diligently pursue such rights <br />by appropriate legal action or proceeding end assign the recovery andlor right of recover)' to the <br />indemnifying party to the extent of the indemnification payment made by such party. <br /> <br />~L- 14. Assiifll'llW. Either party may assign iTs rights under this Agreement <br />~\~y;-" with the prior "Titten consent of the other part'j, before or after the Closing. Any such <br />v:;;j~ assignmd "ill Dot relieve such assigning party of its ()~ligations under this Agreement. <br /> <br />r 15. SYr'ival. All of t,e tenus of this Agreement ""ill survive and be <br />enforceable after the Closing. <br /> <br />16. Notices. Any notice required or permitted to be gh'en by any party <br />upon the other is given ~ accordance ",ith this Agreement if it is directed to Seller by delivering <br />it personally to an officer of Seller, or if it is directed to Buyer, by delivering it personally to an <br />officer of Buyer, or if mailed in a sealed wrapper by United States registered or certified mail, <br />return receipt requested, postage prepaid, or if deposited cost paid \\ith a nationally recognized, <br />reputable overnight courier, properly addressed as follows: <br /> <br />! 6- <br />n.(.o\rP <br />f--' ~ \..1~ <br />Di~ <br /> <br />Xf};;(J~ <br /> <br />~lt: rtucklHg,~ <br />7087 Tvyentieth AveOl.:e <br />Centerville, MN 55038 <br />Artn: <br /> <br />Copy: <br /> <br />If to Buyer: <br /> <br />City ofCenterville <br />City Hall <br />1880 Main Street <br />Cen~ille,~1N 55038 <br />Attn: <br /> <br />12 <br />