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(ii) Developer shall keep and maintain the Project and the Property and each
<br />portion thereof in compliance with, and shall not cause or permit the Project or the Property or
<br />any portion of either to be in violation of, any Hazardous Materials Laws.
<br />8.2 Environmental Indemnification. Subject to the last sentence of this Section,
<br />commencing upon Developer's acquisition of the Property, Developer shall indemnify, defend
<br />(with counsel approved by City) and hold the Indemnitees harmless from and against any and all
<br />Claims including without limitation any expenses associated with the investigation, assessment,
<br />monitoring, response, removal, treatment, abatement or remediation of Hazardous Materials and
<br />administrative, enforcement or judicial proceedings resulting, arising, or based directly or
<br />indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage
<br />or disposal or the alleged presence, release, discharge, storage or disposal of any Hazardous
<br />Materials on, under, in or about, or the transportation of any such Hazardous Materials to or
<br />from, the Property, or (ii) the failure of Developer, Developer's employees, agents, contractors,
<br />subcontractors, or any person acting on behalf of any of the foregoing to comply with Hazardous
<br />Materials Laws or the covenants set forth in Section 8.1 The foregoing indemnity shall further
<br />apply to any residual contamination in, on, under or about the Property or affecting any natural
<br />resources, and to any contamination of any property or natural resources arising in connection
<br />with the generation, use, handling, treatment, storage, transport or disposal of any such
<br />Hazardous Materials, and irrespective of whether any of such activities were or will be
<br />undertaken in accordance with Hazardous Materials Laws. The provisions of this Section 8.2
<br />shall survive the issuance of a Certificate of Completion for the Project and the expiration or
<br />earlier termination of this Agreement. Developer's indemnification obligations set forth in this
<br />Section shall also apply to Claims arising directly or indirectly as a result of the actions or
<br />omissions of Developer or Developer's employees, agents, contractors, subcontractors, or any
<br />person acting on behalf of any of the foregoing relating to activity on the Property prior to
<br />Developer's acquisition of the Property.
<br />8.2.1 No Limitation. Developer hereby acknowledges and agrees that
<br />Developer's duties, obligations and liabilities under this Agreement, including, without
<br />limitation, under Section 8.2 above, are in no way limited or otherwise affected by any
<br />information the City may have concerning the Property and/or the presence in, on, under or
<br />about the Property of any Hazardous Materials, whether the City obtained such information from
<br />the Developer or from its own investigations. It is further agreed that City does not and shall not
<br />waive any rights against Developer that it may have by reason of this indemnity and hold
<br />harmless agreement because of the acceptance by City, or the deposit with City by Developer, of
<br />any of the insurance policies described in this Agreement.
<br />8.3 Hazardous Materials. As used herein, the term "Hazardous Materials" means
<br />any substance, material or waste which is or becomes regulated by any federal, state or local
<br />governmental authority, and includes without limitation (i) petroleum or oil or gas or any direct
<br />or indirect product or by- product thereof; (ii) asbestos and any material containing asbestos; (iii)
<br />any substance, material or waste regulated by or listed (directly or by reference) as a "hazardous
<br />substance ", "hazardous material ", "hazardous waste ", "toxic waste ", "toxic pollutant", "toxic
<br />substance ", "solid waste" or "pollutant or contaminant" in or pursuant to, or similarly identified
<br />as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control
<br />Act [15 U.S.C. Section 2601, et seq.]; the Comprehensive Environmental Response,
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