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Section 8.07. Indemnification. The City shall not be obligated to pay any <br />indebtedness or obligations of PrimeForm. PrimeForm hereby agrees to indemnify and <br />hold the City, and the City's elected officials and employees, harmless from and against (i) <br />any indebtedness or obligations of PrimeForm, the Business, the Project and any <br />improvements to the Land, or any other obligation of PrimeForm as provided herein, and <br />(ii) breach of any representation, warranty, covenant or agreement of PrimeForm <br />contained in this Agreement, without regard to any notice or cure provisions. <br />PrimeForm's indemnification obligation hereunder shall include payment of the City's <br />reasonable attorneys' fees, costs and expenses with respect thereto. <br />ARTICLE IX <br />MISCELLANEOUS <br />Section 9.01. 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 9.02. Amendments. This Agreement may only be amended, altered, or <br />terminated by written instrument signed by all parties. <br />Section 9.03. Assignment. PrimeForm may not assign any of its rights, or delegate or <br />subcontract any of its duties under this Agreement, in whole or in part, without the prior written <br />consent of the City. <br />Section 9.04. Waiver. No term or condition of this Agreement shall be deemed to <br />have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, <br />except by written instrument of the party charged with such waiver or estoppel. <br />Section 9.05. Notices. Any notice, statement and /or communication required and /or <br />permitted to be delivered hereunder shall be in writing and shall be mailed by first -class mail, <br />