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<br />2012- 08- 14.THOMPSON.Conservation Easement Deed DRAFT
<br />Grantor shall indemnify and hold harmless the United States, its employees,
<br />agents, and assigns for any and all liabilities, claims, demands, losses, expenses,
<br />damages, fines, fees, penalties, suites, proceedings, actins, and costs of actions, sanctions
<br />asserted by or on behalf of any person or governmental authority, and other liabilities
<br />(whether legal or equitable in nature and including, without limitation, court costs, and
<br />reasonable attorneys' fees and attorneys' fees on appeal) to which Grantee may be
<br />subject or incur relating to the Protected Property, which may arise from, but are not
<br />limited to, Grantor's negligent acts or omissions or Grantor's breach of any
<br />representation, warranty, covenant agreements contained in this Easement, or violations
<br />of any Federal, State, or local laws, including all Environmental Laws. Grantor is
<br />responsible for obtaining liability insurance covering the Protected Property with limits
<br />deemed necessary by Grantor, in its sole discretion.
<br />Due to the States' interest in this conservation Easement, Grantor agrees to
<br />indemnify and hold Grantee and the State of North Carolina harmless from any and all
<br />costs, claims or liability, including but not limited to reasonable attorney fees arising
<br />from any personal injury, accidents, negligence or damage relating to the Protected
<br />Property, or any claim thereof, unless due to the negligence of the Grantee or its agents,
<br />in which case liability shall be apportioned accordingly.
<br />ARTICLE VI MISCELLANEOUS
<br />6.1. Recording. Grantee shall record this instrument in a timely fashion in the official
<br />record of Orange County, North Carolina, and may re- record it at any time as may be
<br />required to preserve the rights of the Grantee and the United States under this Easement.
<br />Due to the States' interest in this Conservation Easement, Grantee shall record this
<br />instrument in a timely fashion in the official record of Orange County, North Carolina,
<br />and may re- record it at any time as may be required to preserve the rights of the Grantee
<br />and the NCDA &CS, under this Easement.
<br />6.2. Survival of Terms/Merger of Fee and Easement. The Grantor and Grantee agree
<br />that the terms of this Easement shall survive any merger of this fee and easement interest
<br />in the Protected Property. In the event the Grantee becomes owner of the Protected
<br />Property, or any portion thereof, Grantee shall transfer any right title and interest in this
<br />Easement to a third party in accordance with Section 4.4.
<br />6.3. Amendment of Easement. This easement may be amended only with the prior
<br />written consent of the Grantee and the Grantor. Any such amendment shall be consistent
<br />with Section 1.1., "Statement of Purpose" and with the Grantee's Easement amendment
<br />policies, and shall comply with 26 U.S.C. §170(h) of the Internal Revenue Code or any
<br />regulations promulgated in accordance with that section. Any such amendment shall be
<br />duly recorded in the Orange County Registry. Grantee must provide to NRCS timely
<br />notice in writing of the proposed amendment prior to signing and recordation. No
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