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defending any action or lawsuit brought to recover any such fees or commissions incurred by the <br /> other party, including reasonable attorney's fees. <br /> 13. Mutual Indemnification. Seller and Buyer agree to indemnify each other <br /> against, and hold each other harmless from, all liabilities (including reasonable attorneys' fees in <br /> defending against claims) arising out of the ownership, operation or maintenance of the Property <br /> for their respective periods of ownership. 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 payment directly attributable to the liability in question (net of the cost of collection, <br /> including reasonable attorneys' fees) or (b) the claim for indemnification arises out of the act or <br /> neglect of the party 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 /> indemnified against as set forth above, the indemnified party will, upon full performance by the <br /> indemnifying party of this indemnification obligations, assign such rights 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 and assign the recovery and/or right of recovery to the <br /> indemnifying party to the extent of the indemnification payment made by such party. <br /> )1e, 14. Assignment. Either party may assign its rights under this Agreement <br /> c� �" - h with the prior written consent of the other party, before or after the Closing. Any such <br /> Y :kcor assignment will not relieve such assigning party of its obligations under this Agreement. <br /> S <br /> 15. Survival. All of the terms of this Agreement will survive and be <br /> enforceable after the Closing. <br /> 16. Notices. Any notice required or permitted to be given by any party <br /> upon the other is given k accordance with 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 h 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 with a nationally recognized, <br /> reputable overnight courier, properly addressed as follows: <br /> If to Seller: <br /> '1 7087 Twentieth Avenue <br /> G Ce F nterville, MN 55038 <br /> nt� ti Oad(type <br /> Copy: <br /> ©' <br /> If to Buyer: City of Centerville <br /> City Hall <br /> 1880 Mani Street <br /> Centerville, MN 55038 <br /> Attn: <br /> 12 <br />