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suit or to liability or of any limitations on liability granted by law or the Texas Constitution. Section 8.07. No Joint Venture. It is understood and agreed between the Parties that the City and Company, in executing this Agreement, and in performing their respective obligations, are acting independently, and not in any form of partnership or joint venture. THE CITY ASSUMES NO RESPONSIBILITIES OR LIABILITIES TO ANY THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT, AND COMPANY AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY SUCH LIABILITIES. Section 8.08. Third Party Beneficiaries and Assignability. This Agreement is for the exclusive benefit of the Parties and no third party may claim any right, title or interest in any benefit arising under this Agreement. Company 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, except that Company may assign this Agreement to an Affiliate; such assignment to be effective only upon receipt by the City of written notice thereof together with documentation establishing the relationship of the Affiliate to Company. Section 8.09. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective while this Agreement is in effect, such provision shall be automatically deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such deleted provision, there shall be added as part of this Agreement a provision that is legal, valid and enforceable and that is as similar as possible in terms and substance as possible to the deleted provision. Section 8.10. Estoppel. Upon written request by Company, the City shall execute and 16