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obtained against the City. Notwithstanding any other provision in this Agreement, <br />Amazon will not be required to indemnify the City for any settlements reached with respect <br />to a third party claim unless Amazon has provided its prior written consent for such <br />settlement. Amazon's indemnification obligations under this Section 9.06 are subject to the <br />limitation of liability and any maximum liability amount set forth in Section 9.05. <br />Section 9.07. Offset. The City may deduct from any Chapter 380 Payments, as an <br />offset, any delinquent and unpaid fees, sums of money or other fees, charges or taxes assessed <br />and owed to or for the benefit of the City by Amazon; provided that before offsetting any <br />amounts the City must provide Amazon with (a) advance notice of such offset, (b) 60 days to <br />take action to remedy the situation giving rise to the offset, and (c) reasonable opportunity, at its <br />own expense, to contest such offset. <br />ARTICLE X <br />MISCELLANEOUS <br />Section 10.01. Entire Agreement. This Agreement, including any exhibits hereto, <br />contains the entire agreement between the parties with respect to the transactions contemplated <br />herein. <br />Section 10.02. Amendments. This Agreement may only be amended, altered, or <br />terminated by written instrument signed by all parties. <br />Section 10.03. Assignment. Neither Party may assign this Agreement without the prior <br />written consent of the other Party, except that Amazon may assign this Agreement in whole or in <br />part to an Affiliate or in connection with any merger, reorganization, sale of all or substantially <br />all of its assets or any similar transaction; provided that Amazon provides the City with written <br />notice promptly after any such assignment. The Agreement will be binding upon, inure to the <br />benefit of, and be enforceable by the Parties and their respective successors and assigns. <br />21 <br />