Res 2013-164/Approving a Chapter 380 Economic Development Incentive agreement w/Triangle Pump

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floods, lightning, hurricanes, tornadoes, severe snow storms or utility disruption, strikes, lockouts, major equipment failure or the failure of any major supplier to perform its obligations. Section 8.07. Indemnification. The City shall not be obligated to pay any indebtedness or obligations of Triangle. Triangle hereby agrees to indemnify and hold the City, and the City's elected officials and employees, harmless from and against (i) any indebtedness or obligations of Triangle, the Business, the Project and any improvements to the Land, or any other obligation of Triangle as provided herein, and (ii) breach of any representation, warranty, covenant or agreement of Triangle contained in this Agreement, without regard to any notice or cure provisions. Triangle's indemnification obligation hereunder shall include payment of the City's reasonable attorneys' fees, costs and expenses with respect thereto. ARTICLE IX MISCELLANEOUS Section 9.01. Entire Agreement. This Agreement, including any exhibits hereto, contains the entire agreement between the parties with respect to the transactions contemplated herein. Section 9.02. Amendments. This Agreement may only be amended, altered, or terminated by written instrument signed by all parties. Section 9.03. Assignment. Triangle may not assign any of its rights, or delegate or subcontract any of its duties under this Agreement, in whole or in part, without the prior written consent of the City. Section 9.04. Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.