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any claims within the indemnification obligations hereof. The Parties shall give each other prompt written notice of any asserted claims or actions indemnified against hereunder and shall cooperate with each other in the defense of any such claims or actions. No Indemnitee shall settle any such claims or actions without prior written consent of the Indemnitor. 10.4 Payment. In the event that either Party is required to make an indemnity payment under this Article 10, such Party shall promptly pay the Indemnitee the amount so determined. The amount owing to the Indemnitee shall be the amount of such Indemnitee's actual out-of-pocket loss or expense, net of any insurance or other recovery paid to such Indemnitee. If there should be a dispute as to the amount or manner of determination of any indemnity obligation,the Indemnitor shall nevertheless pay when due such portion,if any,of the obligation as is not subject to dispute. Upon the payment in full of any claim, the Indemnitor making payment shall be subrogated to the rights of the Indemnitee against any person with respect to the subject matter of such claim. 10.5 Survival. The obligations of the respective Parties under this Article 10 shall survive the termination or expiration of this Master Agreement with respect to any claims or liability arising prior to such termination. ARTICLE 11-HAZARDOUS MATERIALS The Customer shall have sole responsibility and liability with respect to the proper identification, removal and disposal of any hazardous materials (e.g., asbestos) or correction of any hazardous condition at a Service Location which affects the Company's performance of the Services under this Master Agreement. If, during the course of performing the Services, the Company becomes aware of any such hazardous materials or hazardous condition, the Company shall promptly report such matter to the Customer and before disturbing (or further disturbing)such materials or condition. Work in the affected areas shall be resumed by the Company only upon the written notice from the Customer that such materials have been removed or such condition has been corrected, and then only if such continuation of work shall not violate any applicable law or permit. The Customer shall, to the fullest extent permitted by law, indemnify, defend and hold harmless the Company and its Subcontractors with respect to any liability, cost or expense of whatever nature incurred as a result of any such hazardous materials or hazardous condition. ARTICLE 12-TITLE,RISK OF LOSS,SECURITY INTEREST AND TAXES 12.1 Passage of Title. Upon the Company's receipt of full payment for Services performed under each Implementation Services Authorization Form, legal title to each installed ECO, including all equipment and materials comprising a part thereof, shall pass to the Customer upon the Substantial Completion Date for the ECO. The Company agrees to use reasonable measures to prevent damage or risk of loss of any ECO located at a Service Location. Notwithstanding anything contained herein to the contrary, the Customer shall bear all risk of loss or damage of any kind with respect to all or any part of an ECO located at a Service Location,whether installed or not, and the Customer shall hold the Company harmless from and pay for the repair or replacement of any ECO or component thereof stolen, lost, destroyed or damaged at a Service Location, unless such loss or damage is directly caused by the Company or an Subcontractor retained by the Company. Loss or damage to an ECO directly caused by the Company or its Subcontractor shall be the responsibility of the Company. The Customer hereby releases and waives, and will cause its insurers to release and waive, any right of subrogation against the Company and each of its Subcontractors. 12.2 Warranty of Title. The Company warrants good title to all ECO's and components thereof furnished or installed by the Company or its Subcontractors,and the Company warrants that title to such ECO's and components shall pass to and vest in the Customer as set forth in Section 12.1 free and clear of all liens, claims, charges, security interests,encumbrances and rights of other parties arising as a result of the actions or failure to act of the Company,its Subcontractors, or their employees. 12.3 Taxes. The Customer agrees to pay any taxes and assessments, whether real or personal, which are now or hereafter imposed or assessed by any governmental authority, whether it be federal, state or local, with Page 14 of 20 Rev 08/15/08