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30 <br /> such taking or negotiated sale in coordination with and with the consent of the Grantee, to recover <br /> the full value of the taking and all incidental or direct damages resulting from the taking. If <br /> condemnation of a part of the Property or of the entire Property by public authority renders it <br /> impossible to fulfill any of the conservation purposes of this Conservation Easement, then this <br /> Conservation Easement may be terminated through condemnation proceedings. <br /> At the time of conveyance of this Conservation Easement to Grantee, this Conservation Easement <br /> gives rise to a real property right, immediately vested in Grantee. If the Conservation Easement or <br /> part thereof is terminated and the Property is sold or taken for public use, then, as required by <br /> Treas. Reg. § 1.170A-14(g)(6), Grantee shall be entitled to a percentage of the gross sale proceeds <br /> or condemnation award equal to the ratio of the appraised value of this Conservation Easement to <br /> the unrestricted fair market value of the Property, as these values are determined on the date of <br /> this Conservation Easement. <br /> Grantee shall use all proceeds distributed to it under this Section in a manner consistent with the <br /> conservation purposes of this Conservation Easement. <br /> 14. INTERPRETATION <br /> This Conservation Easement shall be interpreted under the laws of North Carolina, resolving any <br /> ambiguities and questions of the validity of specific provisions as to give maximum effect to its <br /> conservation purposes. <br /> 15. INDEMNIFICATION <br /> Grantor agrees to protect, defend, indemnify and hold harmless Grantee from and against any and <br /> all actions, liabilities, damages, fines, penalties, costs, claims and expenses, including but not <br /> limited to reasonable attorneys' fees, arising from or related to any personal injury, accident, <br /> negligence or damage relating to the Property, or any claim thereof, except to the extent due to the <br /> negligence of Grantee or its agents, contractors or employees. Grantor's indemnification of <br /> Grantee shall be construed broadly to extend to the indemnification of Grantee for loss, claims or <br /> damage suffered by Grantee as a result of the environmental condition of the Property, and as a <br /> result of violations of any federal, state, or local laws, ordinances and regulations, including <br /> violations of Environmental Laws. In the event that Grantor elects to open any portion of the <br /> Property to the public, Grantor's liability extends to indemnification of Grantee for loss, claims, <br /> or damages suffered by Grantee as a result of any failure of the Property to comply with all <br /> applicable laws, ordinances, and regulations. <br /> 16. TITLE <br /> Grantor covenants and represents: that Grantor is the sole owner and is seized of the Property in <br /> fee simple and has good right to grant and convey this Conservation Easement; that the Property <br /> is free and clear of any and all encumbrances, including but not limited to, any mortgages not <br /> subordinated to this Conservation Easement; and that Grantee shall have the use of and enjoy all <br /> the benefits derived from and arising out of this Conservation Easement. <br /> 24 <br />