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transaction, and T.B. Wood's will be released of any further duties or obligations under this <br />Agreement. <br /> <br /> Section 7.02. For transfers which will not result in a continuation of business as described <br />above, this Agreement may be assigned to a new owner of the Property with the written consent of <br />the City Council, which will not be unreasonably withheld, and T.B. Wood's will be released of any <br />further duties or obligations under this Agreement. <br /> <br /> Section 7.03. The new owner will assume all the duties and obligations of T.B. Wood's <br />upon the same terms and conditions as set out in this Agreement. Any assignment of this Agreement <br />will be to an entity that contemplates the same improvements to the Property, except to the extent the <br />installation of the Equipment and the capital investments in the Facility have been completed. No <br />assignment will be approved if the assignor or the assignee is indebted to the City for ad valorem <br />taxes or other obligations. <br /> <br /> PART 8. PROPERTY TAX APPRAISED VALUE <br /> <br /> Section 8.01. It is understood and agreed between the parties that the Property and the <br />improvements upon the Property will be appraised at market value for the purposes of property tax <br />assessment throughout the term of this Agreement, and that this value may change during the term of <br />this Agreement. The calculation of abated taxes will make use of this appraised value as it is <br />determined for each year of the Abatement Period. <br /> <br /> PART 9. INDEPENDENT CONTRACTOR/INDEMNITY <br /> <br /> Section 9.01. It is understood and agreed between the parties that the City and T.B. Wood's, <br />in executing this Agreement, and in performing their respective obligations, are acting <br />independently, and not in any form of partnership or joint venture. The City assumes no <br />responsibilities or liabilities to any third parties in connection with this Agreement, and T.B. Wood' s <br />agrees to indemnify, defend and hold the City harmless from any such liabilities. <br /> <br /> PART 10. NOTICE <br /> <br /> Section 10.01. All notices called for or required by this Agreement will be delivered to the <br />following by certified mail, postage pre-paid, effective five days after mailing, or by hand delivery or <br />overnight delivery, effective upon delivery: <br /> <br /> T.B. Wood's Incorporated <br /> 440 North Fifth Avenue <br /> Chambersburg, PA 17201 <br /> <br /> <br />