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25. Optionee Indemnity. Subject to the terms and conditions set forth in this Section,
<br />Optionee shall indemnify, hold harmless, and defend Optionor and its officers, directors,
<br />employees, agents, affiliates, successors and permitted assigns (collectively, " Optionor
<br />Indemnified Party ") against any and all losses, damages, liabilities, deficiencies, claims,
<br />actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever
<br />kind, including reasonable attorneys' fees, that are incurred by an Optionor Indemnified Party
<br />(collectively, " Optionor Losses "), arising out of any claim alleging: (i) any breach or non-
<br />fulfillment of any covenant or any negligent or more culpable act or omission of Optionee or its
<br />personnel (including any reckless or willful misconduct) in connection with this Agreement; (ii)
<br />any false representation of Optionee under this Agreement; or (iii) any claim for payment of
<br />Commissions to any other person or entity claiming by, through or under Optionee.
<br />Notwithstanding anything to the contrary in this Agreement, Optionee is not obligated
<br />to indemnify, hold harmless or defend any Optionor Indemnified Party against any claim
<br />(whether direct or indirect) if such claim or corresponding Optionor Losses arise out of or result
<br />from: (a) any pre - existing facts, circumstances, liabilities for matters merely discovered by
<br />Optionee (i.e., latent environmental contamination to the extent Optionee does not materially
<br />exacerbate same following its initial discovery), (b) Optionor Indemnified Party's and /or
<br />Optionor's agents' gross negligence or more culpable act or omission (including recklessness or
<br />willful misconduct), or (c) Optionor Indemnified Party's bad faith failure to materially comply
<br />with any of its material obligations set forth in this Agreement. Payments by Optionee under this
<br />Section in respect of any Optionor Losses are limited to the amount of any liability or damage
<br />that remains after deducting therefrom any insurance proceeds and any indemnity, contribution
<br />or other similar payment actually received by any Optionor Indemnified Party in respect of any
<br />such indemnity claim. Any Optionor Indemnified Party shall use its best efforts to seek to
<br />recover any insurance proceeds in connection with malting a claim under this Section. Promptly
<br />after the realization of any insurance proceeds, indemnity, contribution or other similar
<br />payment, any Optionor Indemnified Party shall reimburse Optionee for such
<br />reduction in Optionor Losses for which any Optionor Indemnified Party was paid under this
<br />Section before the realization of reduction of such Optionor Losses. Any Optionor Indemnified
<br />Party shall give Optionee prompt written notice (a "Claim Notice ") of any Optionor Losses or
<br />discovery of facts on which such Optionor Indemnified Party intends to base a request for
<br />indemnification under this Section. Any Optionor Indemnified Party's failure to provide a Claim
<br />Notice to Optionee under this Section does not relieve Optionee of any liability that Optionee
<br />may have to any Optionor Indemnified Party, but in no event shall Optionee be liable for any
<br />Optionor Losses that result from a delay in providing a Claim Notice. Each Claim Notice must
<br />contain a description of the claim and the nature and amount of the related Optionor Losses (to
<br />the extent that the nature and amount of the Optionor Losses are known at the time). Any
<br />Optionor Indemnified Party shall furnish promptly to Optionee copies of all papers and official
<br />documents received in respect of any Optionor Losses. Optionee's duty to defend applies
<br />immediately, regardless of whether any Optionor Indemnified Party has paid any sums or
<br />incurred any detriment arising out of or relating, directly or indirectly, to any claim. Optionee
<br />may assume, at its sole option, control of the defense, appeal or settlement of any claim that is
<br />reasonably likely to give rise to an indemrification claim under this Section (an " Optionee
<br />Indemnified Claim ") by sending written notice of the assumption to Optionor on or before
<br />thirty (30) days after receipt of a Claim Notice to acknowledge responsibility for the defense of
<br />such Optionee Indemnified Claim and undertake, conduct and control, through reputable
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