07212009 Regular Meeting - Laserfiche WebLink

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incurred by Grifols in connection with the development, construction and operation of each New Improvement shall be solely the obligation of Grifols. The City shall not be obligated to pay any indebtedness or obligations of Grifols. Grifols 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 Grifols regarding each New Improvement or its location, including the operation of each New Improvement, or any other obligation of Grifols other than the City's obligation to make Grant Payments as expressly provided herein, and (ii) breach of any representation, warranty, covenant or agreement of Grifols contained in this Agreement, without regard to any notice or cure provisions. Grifols' indemnification obligation hereunder shall include payment of the City's 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. Further Actions. The City and Grifols will do all things reasonably necessary or appropriate to carry out the objectives, terms and provisions of this Agreement and to aid and assist each other in carrying out such objectives, terms and provisions, provided that the City shall not be required to spend any money or have further obligations other than to reimburse Grifols pursuant to the terms of this Agreement. Section 9.03. Amendments. This Agreement may only be amended, altered, or terminated by written instrument signed by all parties. Section 9.04. Assignment. Grifols may not assign any of its rights, or delegate or Page 14 of 22