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implication to the contrary is hereby expressly disavowed. It is understood and agreed <br />that this Agreement does not create a joint enterprise, nor does it appoint either party as an. <br />agent of the other for any purpose whatsoever. Except as otherwise specifically provided <br />herein, neither party shall in any way assume any of the liability of the other for acts of the <br />other or obligations of the other. <br />SECTION 9.11. COUNTERPARTS. This Agreement may be executed in multiple <br />counterparts, each of which shall be considered an original, but all of which constitute one <br />instrument. <br />SECTION 9.12. FORCE MAJEURE. Means an event beyond the reasonable control <br />of a party obligated to perform an act or take some action under this Agreement including, <br />but not limited to, acts of God, earthquake, fire, explosion, war, civil insurrection, acts of <br />the public enemy, act of civil or military authority, sabotage, terrorism, floods, lightning, <br />hurricanes, tornadoes, severe snow storms or utility disruption, strikes, lockouts, major <br />equipment failure or the failure of any major supplier to perform its obligations. <br />SECTION 9.13. INDEMNIFICATION. The payment of all indebtedness and <br />obligations incurred by the Developer in connection with the development, <br />construction and operation of each New Building shall be solely the obligation of the <br />Developer. The City shall not be obligated to pay any indebtedness or obligations of <br />the Developer. Developer hereby agrees to indemnify and hold the City, and the <br />City's elected officials and employees, harmless from and against (i) any <br />indebtedness or obligations of the Developer regarding each New Building or its <br />location, including the operation of each New Building, or any other obligation of <br />Developer other than the City's obligation to make Grant Payments as expressly <br />provided herein, and (ii) breach of any representation, warranty, covenant or <br />agreement of the Developer contained in this Agreement, without regard to any <br />notice or cure provisions. The Developer's indemnification obligation hereunder <br />shall include payment of the City's attorneys' fees, costs and expenses with respect <br />thereto. <br />EXECUTED to be effective as of the Effective Date. <br />SIGNATURES APPEAR ONTOLLOWING PAGE