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09-05-'19 09:03 FROM- Doniphan Insurance 4028454401 T-812 P0003/0006 F-987 201906319 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Section 5.1 Organization, Standing, and Authorization. Buyer, Nebraska Trap Shooting Association, has full power and authority to execute and perform this Agreement according to its terms. Section 5.2 Breaches. The execution and performance of this Agreement and the completion of the transactions contemplated herein shall not result in any material breach of any of the terms or conditions of any mortgage, bond, indenture, agreement, contract, license or other instrument or obligation to which Buyer is a party or by which the Property may become subject; nor, to the best of Buyer's knowledge, shall they violate any statute, regulation, judgement, writ, injunction or decree of any court threatened or entered in a proceeding or action in which Buyer may be bound. Section 53 General. The representations and warranties contained in this Article V shall be correct in all respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. ARTICLE VI CLOSING AND POSSESSION Section 6 General Procedure. At the closing, each party shall deliver such documents, instruments and materials as may be reasonably required in order to achieve the intent and provisions of this Agreement. ARTICLE VII INDEMNIFICATION Section 7 Indemnification. The parties agree as follows regarding indemnification of each other concerning claims, actions, or proceedings arising from this Agreement: The GRANTEE(S), their heirs, successors, and assigns hereby agree to indemnify, release, defend, and hold harmless Southern Public Power District, its employees, agents, assigns, and successors from and against any liability, judgment, claim, penalty, fine, or other adverse action (whether legal or equitable in nature, and including, without limitation, court costs and legal fees) brought against Southern Public Power District with respectto the Property or this transaction after the date of this transfer by any person or entity under any Federal, State, or local law. This covenant to indemnify, release, defend, and hold harmless Southern Public Power District shall survive the subsequent conveyance of all or any portion of the Property to any person and shall be construed as running with the real property, and may be enforced by Southern Public Power District in a court of competent jurisdiction. ARTICLE VIII MISCELLANEOUS Section 8.1 Binding Agreement. This Agreement shall be binding on the parties. 3