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Exhibit 10.2
ENVIRONMENTAL INDEMNIFICATION AGREEMENT THIS
ENVIRONMENTAL INDEMNIFICATION AGREEMENT (“Agreement”)
is executed to be effective as of August 28, 2008 (the
“Effective Date”) by and among BANK RENTALS, LLC
(“Lessor”) and Charles L. Moore, II
(“Moore” and, collectively with Lessor,
“Indemnitors”) and 1ST INDEPENDENCE BANK, INC.
(“1st Independence”). WHEREAS, contemporaneously
herewith, 1st Independence and Lessor have entered into a lease
agreement (the “Lease”) with respect to that certain
real estate located at 1711 East 10th Street, Jeffersonville,
Indiana (the “Premises”). NOW THEREFORE, in
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitors and 1st Independence hereby agree as
follows:
1. Definitions.
As used herein, the following terms have the following meanings:
1.1. Clean-Up: Removal
and/or remediation of Contamination required by applicable
Environmental Laws and in accordance with good commercial practice.
1.2. Contaminants: All
substances and compounds of the type, quantity or condition
prohibited or reportable under any Environmental Law, including
without limitation, materials containing asbestos or urea
formaldehyde, explosives, gasoline and petroleum products, and
radioactive materials.
1.3. Contamination: The
presence of, disposal, discharge or release on, from or to the
Premises of Contaminants, and the storage or disposal of
Contaminants which violates Environmental Laws.
1.4. Environmental
Laws: Any and all applicable federal, state, or county
or municipal laws, whether now in force or as amended or enacted in
the future, pertaining to public health or the environment,
including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976 and the Superfund Amendments
and Reauthorization Act of 1987.
1.5. Regulatory
Actions: Any claim, action or proceeding brought or
instigated by any governmental authority in connection with the
Premises pursuant to any Environmental Law.
1.6. Third
Party Claims: Third party claims (other than Regulatory
Actions) based on negligence, trespass, strict liability, nuisance,
toxic tort or detriment to human health or welfare due to
Contamination at the Premises.
2.1. Indemnitors
and 1st Independence will not do and will exercise due care to
prevent anything that will cause the Premises to be in violation
of, or will subject the Premises to any Clean-Up obligations under,
Environmental Laws.
2.2. Indemnitors
and 1st Independence will promptly notify the other party, in
writing, but in any event within ten (10) days, of its knowledge of
any existing, pending or threatened (a) Regulatory Action, (b)
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