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<br />subsequent owner, tenant, subtenant, licensee, manager and occupant of all or any portion of the
<br />Hotel Site but only during the term of such party's ownership, tenancy, sub-tenancy, license,
<br />management or occupancy thereof (except with respect to defaults that occur during the term of
<br />such person's ownership, tenancy, sub-tenancy, license, management or occupancy) and shall be
<br />binding on all successors, heirs, and assigns of JQH who acquire any right, title, or interest in or
<br />to the Hotel Site. Any person who acquires any right, title, or interest in or to the Hotel Site, or
<br />any part hereof, hereby agrees and covenants to abide by and fully perform the provisions of this
<br />Agreement with respect to the right, title or interest in such property.
<br />9.5. Entire Agreement. This Agreement and the Related Agreements constitute the
<br />entire agreement among the Parties with respect to the transactions covered in this Agreement.
<br />There is no other collateral oral or written agreement among the Parties that in any manner
<br />relates to the subject matter of such agreements. This Agreement supersedes the Memorandum
<br />of Understanding between the City and the Trust dated November 9, 2004.
<br />9.6. Governine Law. The validity of this Agreement and any of its terms and
<br />provisions, as well as the rights and duties of the Parties, shall be governed by the laws of the
<br />State of Texas; and venue for any action concerning this Agreement shall be in the State District
<br />Court of Hays County, Texas.
<br />9.7. Indemnification.
<br />9.7.1. Independence of Action. It is understood and agreed by and
<br />among the Parties that in the design, construction and development of the Project and any
<br />of the related improvements described herein, and in the Parties' satisfaction of the terms
<br />and conditions of this Agreement, that each party is acting independently, and the City
<br />assumes no responsibility or liability to any third parties in connection by JQH's
<br />obligations hereunder.
<br />9.7.2. JOH Indemnification. JQH agrees to indemnify and defend the
<br />City its officers, agents and employees against any claims, suits, damages and causes of
<br />action, liabilities, costs and expenses, including reasonable attorneys fees and court costs,
<br />arising out of or resulting from JQH's negligent or willful acts or omissions pertaining to
<br />its obligations under this Agreement and the Related Agreements and/or JQH's breach of
<br />its obligations hereunder.
<br />9.7.3. City Indemnification. To the extent of City's liability under
<br />applicable law, the City agrees to indemnify and defend JQH, its directors, officers, agents
<br />and employees against any and all claims, causes of action, costs and liabilities including
<br />reasonable attorneys fees and court costs, azising out of, or resulting from the City's
<br />negligent acts or omissions pertaining to its obligations under this Agreement. The
<br />indemnification provided by the City in the preceding sentence expressly excludes any
<br />claims, causes of action, costs and liabilities arising out of or resulting from the City's
<br />exercise of its governmental function. Nothing in this Section 9.7 shall be construed as a
<br />waiver of the City's or its officers and employees governmental or official immunity
<br />available to City or its officers or employees, respectively, under Texas Law.
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