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PROPERTY DIS P O ITIO N SERVICES AGREEMENT
<br />by Owner, a t Own ey's expense, at the location where the 13ooks and Records a-re regularly main. -tai ned, d Urin g
<br />normal husiness hours.
<br />12. ( n d e to ni Ii.ca.d o n. Subject to the l inl i to ti ons specified in this Inde rnn i Ecation section of this Agreemie nt, e ac it
<br />parr will indenmify; hold harmless and defend the other party and its agents and employees from and against
<br />ari.y and all losses, claims, damages, liabilities, whether joint or several, expenses (inclu.dirig reasonable leg-a]
<br />fees and expenses -), judgmozirs, fines and ether anzorrrr-ts paid in settlemen. T., incwrred or suffered by any such
<br />person or entity arising out of or in cozutection with
<br />a. the inac-curacy of any representa.ti,on or warranty made by the party hei:CUnd.�r,
<br />b. aiiy reach of this Agreement by the party, or
<br />C, aIny negligent act or omission by the party or its employees or agent in conne01011 With tyre performance
<br />by the party ot- its ernployees of agents of obligations hereunder. provided the negligent stet or ornission kvas
<br />not done or on- vtted at the direction of the other party.
<br />13. Liniitatiorbs on Liability. UNDER NO CIRCUMSTANCES wIL,L EITHEP, PARTY FEE 1.IABL1E TO THI
<br />OTH.I R PARTY FOR INDIRECT, fNICIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
<br />DA A 1 S (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE FOSSIBI.L.ITY OF SUCH
<br />DAMAGES), ARISfNG FROM BREACH OF THE AGREEMENT, THE SALE OF PROPERTY, OR
<br />ARISI r - FROM AN Y O`>: HER- PR O I S ION OF THIS AGREEMENT, SUCH A 3 3 BUT NOT L M ]TED
<br />TO, LOSS Of REVENUE OR ANTICIPATED PROFITS OR LOST BUSTNESS (COLLECTI VEEY,
<br />"DISCLAIMED D AMA ES") s PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE
<br />OTHER PARTS TO THE EXTENT ANY DISCLAIMED DA .A E S ARE CLAIMED BY A THIRD
<br />PARTY AND ARE SUBJECT TO INDEMINII -fI ATION PURSUANT TO SECTION' 12. LIABILITY
<br />ARISING LTND ER THIS AGREEM ENT. WI LL BE Lx ITED TO DIRECT, OBJECTI ELY MEASURABLE
<br />DAMAGES. THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS
<br />ARISING 1N CONINTECTION WITH THIS AGREEMENT w [LT. NOT EXCEED THE AGGREGATE
<br />AMOUNT OF PAYMENT T OBLIGATIONS OWED TO THE OTHER,- PARTY HEREUNDER IN THE YEAR
<br />IN WHICH LIABILITY ACCRUES; PR VIDED THAT EACH PARTY WILL REMAIN LIABLE FOR THE
<br />AGGREGATE Ali OUNT OF ANY PAYMENT OBLIGATION'S OWED TO THE OTHER PARTY
<br />PURSUANT TO THE AGREEMENT, NOTWITHSTANDING ANYTHTNG H' -EREN TO TfiE CONTRARY,
<br />CAN ER`S- LIABILITY IS NOT LI MITEM UNDER THIS AGREEMENT WITH RESPECT TO LIABILITY
<br />A ]Z LSI G FROM OWNERS FAILURE TO SATISFY TIMELY A -LL, CONDITIONS PRECEDENT,
<br />14, Assignment. This Agreement may not be assigned, in whole of in part, by either ofthe parties wichom the prior
<br />Written consent of Che other party (which consent rria.y not be wu•casonably withheld or delayed),
<br />1\1otivithstandirig the fbre-goiiig., an as- signment of thrs5 Agreement by eith -er party to any subsidiary or affiliate OF
<br />third: party acquisitioa of all. or substantially all of the assets of such patty will not require the consent tof the
<br />offic - party, so long as such subsidiary, affiliate or acquiring entity assumes all of ucl7 party's obligations under
<br />ihis Agrecrrrent. No delegation by PRC of any of its dunes hereunder will be (Jeerned an ass.igtiment of this
<br />Agireenwnt, nor will any change in control nor any assignment by operation of law by either party. Subject to-
<br />th.e restrictimis conta -ined in th--is- section, the terms and con.ditiorrs5 of this A.greennent will bind and inure to the
<br />be-neft of each of the respective sucQessors and asslg]is of the parties hereto.
<br />15. Notices. Any notice or other coom- u n ication given under tli i-s Agreement will be in writing and delivered by
<br />hand, sent by facsimile (provided acknowledgment of receipt. thereof is delivered to the sender), sent by
<br />certi-t�ied, registered mail or sent by any nationally recognized overnight courier service to the addresses
<br />Provided 01-1 tile signatUre page of ffie Agreement. The, parties may, fY °orri timti , to time and at any time, change
<br />their respective addresses and each will have the right to specify as its address any offier address by at least ten
<br />(t o) da -ys %vf - Itt.ell ilotice to the- Other party.
<br />16. Sevex ability. Whenever pussi -ble., each provisIoxt of this Agreement will be interpreted io such a manner as to
<br />b.e, effective, and valid tinder appli; able law} 'but if any provision of lids Agreement is held to be pt-o-hibited by or
<br />in alld under applicable, law, such provision will be ineffective only to the extent cf SU.-Ch prohibition or
<br />invalidity, without invalidating. the remainder of such pr-ovisioir or the remaining provisions of this Agl'ecrnen °t.
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