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5.10 Defense of Third Party Claims. To the fullest extent permitted bylaw, TAC shall indemnify, defend and hold harmless the City, its officers, agents, and employees from and against any and all losses, liabilities, damages, costs and expenses that may be asserted by a third party, including attorneys fees and costs in the event that a third party files litigation challenging the validity or enforceability of this Agreement, or any payment of the City Consideration by the City to TAC. The City and TAC may jointly defend the Agreement and/or City Consideration payment. If the litigation is filed only against the City, TAC may move to intervene as a defendant, respondent or real party in interest, based upon the nature and form of the litigation. 5.11 Force Majeure. The obligations by either party hereunder shall not be deemed in default and times for performance hereunder shall be extended where delays are caused by fire/casualty losses; strikes, riots or war; litigation; unusually severe weather; inability to secure necessary labor, materials or tools because of a shortage in the market; delays of any contractor, subcontractor or supplier; unjustified acts or failure to act by City in the processing or approval of plans or permits or inspection or approvals of improvements for TAC's relocation of its headquarters for its California business and sales office to the City; acts of God, or other similar causes without the fault and beyond the reasonable control of the party, despite the party's diligent efforts (collectively, "force majeure"), if written notice is provided to the other party within a reasonable period following commencement of any such circumstances and, provided further, that the extension of time shall be only for the period of the force majeure delay. Adverse market conditions or the inability to obtain financing shall not constitute an event of force majeure. 5.12. Termination of IPC Agreement. Upon the Effective Date of this Agreement, the previous IPC Agreement No. A-2013-130 shall be terminated for all purposes, and deemed no longer effective or enforceable. 5.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. {Signatures on following page}