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7.A. - Page 266 dispute the respective Holdback Claim. If Seller disputes a Holdback Claim, and Buyer elects to directly pay the disputed Holdback Claim while Seller's dispute is pending, if it is determined that all or a portion of the disputed invoice is a proper Holdback Claim, Buyer shall be entitled to direct reimbursement of any amount paid to a service provider, contractor on consultant that is deemed to be a proper Holdback Claim. 3.4 Dispute Resolution. In the event a dispute arises under this Agreement, including if Seller contests the Remediation Plan, or amendment thereto, or if Seller believes Buyer inappropriately presented a Holdback Claim, the objecting Party shall timely deliver a written notice setting forth with specificity the claim at issue and the basis of its objection ("Notice Letter"). Following receipt of the Notice Letter, the Parties shall work together in good faith and use commercially reasonable efforts to resolve any such dispute. In the event such dispute continues and is unresolved after twenty (20) days following the Notice Letter, the Parties shall submit the dispute to JAMS arbitration in San Mateo County, California, pursuant to JAMS Streamlined Arbitration Rules & Procedures, and the prevailing party in any such action shall be entitled to an award (through such JAMS arbitration) for recovery of all reasonable attorneys' fees, expenses, and costs of such arbitration. In connection with any such JAMS arbitration, Buyer and Seller hereby agree to expedite the discovery, adjudication and decision process and shall each cooperate with one another and the JAMS arbitrator to establish and agree upon an expedited timeline for the completion of the same. 3.5 Indemnification of Escrow. Buyer and Seller each agree to defend, indemnify and hold Escrow Agent free and harmless with respect to Escrow Agent's release from the Holdback Amount in compliance with the above provisions. 4. Assi�nment; Pledge. In connection with any Permitted Transfer or Permitted Encumbrance as authorized by the DDA, during the Holdback Period or Extended Holdback Period, as the case may be, Seller hereby consents and Buyer may hereafter, assign its rights and obligations under this Holdback Agreement, including the right to make Holdback Claims and receive payment of funds from the Holdback Account. In connection with any such assignment, Buyer's assignee shall have agreed in writing to comply with all of the terms and conditions of this Holdback Agreement. 5. Release of Seller. Buyer hereby acknowledges and reaffirms the AS-IS provisions of Section 2.4.5 of the DDA, subject only to the express terms and conditions of this Agreement, and Buyer further acknowledges that Buyer's sole remedy against the Seller for the discovery of Hazardous Substances, Remediation and for Environmental Expenditures is the Holdback Amount comprising the Holdback Account. In the event the Holdback Amount is insufficient to fully implement the Remediation Plan as to the City Property, Buyer shall be liable for and bear any expenses exceeding the Holdback Amount. Buyer hereby forever releases Seller and shall Indemnify Seller from any and all claims, including third party claims, arising out of the implementation of the Remediation Plan. Provided, however, Buyer shall not be required to Indemnify Seller for the willful misconduct or gross negligence of Seller or any Seller official, employee, agent, consultant or contractor. 82483.00009\8062104. 8 5 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT