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8. Indemnity• <br /> ( a) Sell will indemnify, protea, defend and hold <br /> harmless CRC, its parent, subsidiary and affiliated corporations, and <br /> its and their respective directors, officers, employees and agents, <br /> from and against any and all liabilities, losses, damages, injuries, <br /> claims, demands, actions, causes of action, suits, proceedings, <br /> judgments and expenses, including, without limitation, attorneys' <br /> fees, court costs and other legal expenses, arising from or connected <br /> with any alleged or actual : ( i) breach of any provision of this <br /> Agreement or the inaccuracy of any representation or warranty made by <br /> Seller herein, and (ii ) act or omission to act of Seller, its <br /> directors, officers, employees and agents. CRC shall give Seller <br /> prompt notice of any claim or suit coming within the purview of these <br /> indemnities. Upon CRC's written request, Seller will assume the <br /> defense of any claim, demand or action against CRC and will permit <br /> CRC, at its expense, to participate in the defense thereof. <br /> Settlement by CRC without Seller's prior written consent shall release <br /> Seller from the indemnity as to the claim, demand or action so <br /> settled. Termination of this Agreement shall not affect the <br /> continuing obligations of Seller as an indemnitor hereunder. <br /> 9. Notices• <br /> All notices required or permitted hereunder shall be in <br /> writing and shall be deemed duly given upon receipt if either <br /> personally delivered or sent by certified mail, return receipt <br /> requested, addressed to the parties as follows: <br /> If to CRC: If to Seller: <br /> CONTAINER RECOVERY CORPORATION CITY OF BATESVILLE <br /> 10733 Sunset Office Drive 170 South 4th Street <br /> Suite 400 Batesville, AR 72501 <br /> St. Louis, MO 63127 Attn: Mr. Jim Sherrill <br /> Attn: William I. Solomon <br /> or to such other address as either party shall provide to the other in <br /> accordance herewith. <br /> 10. Remedies• <br /> The parties shall have all rights and remedies afforded each <br /> by the Missouri Uniform Commercial Code, and the exercise of any one <br /> right or remedy by either party shall not preclude or waive its <br /> exercise of any other rights or remedies. <br /> 3 <br />