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<br />to Port with such notification. Permittee shall deliver to Port
<br />any revised and/or updated business plan.
<br />
<br />f) Indemnity. Permittee shall be solely responsible for and shall
<br />indemnify, protect, defend and hold harmless Port and its agents,
<br />employees , representatives, directors and officers ( collectively
<br />hereinafter referred to as the "Indemnitees") from and against
<br />any and all claims, costs, penal ties, fines, losses (including
<br />wi thout limitation, (i) diminution in value of the Premises and
<br />of any other Port property; (ii) damages for the loss or
<br />restriction on use of rentable or usable space or of any amenity
<br />of the Premises, or any other Port property; (iii) damages
<br />arising from any adverse impact on marketing of space in the
<br />Premises or other Port property; and (iv) sums paid in settlement
<br />of claims, attorneys' fees, consultant fees and expert fees),
<br />liabilities, attorneys' fees, damages, injuries, causes of
<br />action, judgments, taxes and expenses which arise during or after
<br />the term of this Agreement as a result of the receiving,
<br />handling, use, storage, accumulation, transportation, generation,
<br />spillage, migration, discharge, release or disposal of Toxic
<br />Materials in, upon or about the Premises, or other Port property,
<br />by Permittee, or by Permittee's agents, employees, contractors,
<br />Permi t tees or invi tees or by any other persons (except
<br />Indemnitees) as a result of said parties' presence on the
<br />Premises during Permi ttee' s occupancy of the Premises. This
<br />indemnification of the Indemnitees by Permittee includes, without
<br />limi tation, any and all costs incurred in connection with any
<br />investigation of site conditions and any Clean-Up, remediation,
<br />removal or restoration work required by any federal, state or
<br />local governmental agency or poli tical subdivision because of
<br />Toxic Materials present in the soil, subsoils, groundwater or
<br />elsewhere in, on, under or about the Premises or other Port
<br />property on account of such activities by Permittee or its
<br />agents, employees, contractors, Permittees or invi tees or such
<br />other parties. Port shall give to Permittee reasonable notice of
<br />the Port I s knowledge of Toxic Materials affecting the Premises,
<br />and the Port's knowledge of any third party's claim in relation
<br />thereto, for which Permittee may be responsible hereunder. In
<br />addition, the Port shall allow Permittee a reasonable opportunity
<br />promptly and dil igently to provide all defense, Clean-Up,
<br />remediation, removal and restoration for which Permittee is
<br />responsible hereunder; provided, however, that all response
<br />actions, including investigation of site conditions, Clean-Up,
<br />remedia tion, removal and/or restoration work taken by Permittee
<br />or its agents, employees, representatives, directors and officers
<br />shall be with the prior approval in writing by Port.
<br />
<br />g) Clean-Up. If Permittee, or Permittee's agents, employees
<br />contractors, permittee, or invitee, or any other persons (except
<br />the Indemni tees) as a result of said parties' presence in the
<br />Premises during Permittee's occupancy of the Premises, cause
<br />
<br />Oyster Bay Slough Trail Improvements
<br />RIGHT-OF-ENTRY AND
<br />INDEMNITY AGREEMENT
<br />l02681.v6
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