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48 <br />94. The County shall be solely responsible for the operation, maintenance, closure, <br />and post-closure of the Landfill, exclusive of the LFG Project. The County shall also be <br />responsible with respect to the Landfill, exclusive of the LFG Project, for (a) operating and <br />closing the Landfill in compliance with all Landfill Permits and applicable Laws; (b) responding <br />to any notices of violation or compliance inquiries; (c) defending ati enforcement actions; (d) <br />resolving any claims; and (e) paying any associated penalties. <br />„~ `,. <br />95. Except to the extent caused by the negligen~peratlu~~ `~7f the LFG Collection <br />~, . ~ <br />~~ <br />System by the University (or its contractors and agents), the County shall `beolely responsible <br />~k <br />for defendin an claims relating to the off-site migration of LFG or odors; po lution, or <br />g y <br />nuisance conditions directly caused by such migration, including claims brought by a regulatory <br />~',_,,_ <br />agency, neighboring residents, businesses; ~~~~hird parties. <br />96. In no event shall either <br />incidental, punitive, exemplary or indirect <br />or revenue, downtime costs, loss of use of <br />or cost of substitute equipment or <br />facilities, whether .arising in tort, contract or otherwise. This provision shall survive the <br />~....._....,,,~c"tfi ar.. <br />expiratic>or termma~loi ct`i, this Agreement. <br />~~ ~. ~, <br />~ 9~z ''~,, Nothing In ~is'~A.greement is intended by the Parties nor shall be construed as a <br />waiver of an~~'~~~rereign or cutler immunity to which either Party may be entitled to the fullest <br />extent allowed by L <br />ARTICLE VI <br />TERM AND TERMINATION <br />98. The initial term of this Agreement shall commence on the Closing Date and shall <br />expire on December 31, 2029, or on such other date on which this Agreement is terminated in <br />accordance with its provisions. Upon the expiration of the initial Term, the University shall have <br />25 <br />be~' "al?l`e to the other Party for consequenh , <br />~'' ~ r ~.. <br />~-~: <br />K" '~ ~;. <br />:: ~es, including; but not limited to, loss of profits <br />{00018638.DOC 16} <br />