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statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent <br />jurisdiction. Applicant obligations under this section are subject to the following: <br />a. City shall promptly notify Applicant of any Claims brought and City shall <br />cooperate with Applicant in the defense of the Claims. <br />b. Applicant's liability under this section shall not apply to any liabilities, <br />losses, claims, actions, causes of action or demands arising from a City <br />Party's negligence, willful misconduct or criminal acts, or to the extent <br />that City fails to provide notice as set forth in subsection (a) above or fails <br />to follow its own procedures for the processing of the Amazon Project <br />Application. <br />C. City shall cooperate with Applicant's defense against any such Claims, <br />including providing reasonable access to information, evidence, and <br />potential witnesses necessary to defend against such Claims. <br />d. It is expressly agreed that Applicant shall pay for the defense of any Claims <br />brought against City, that the City shall have the right to approve, which <br />approval will not be unreasonably withheld, conditioned or delayed, the <br />legal counsel providing the City's defense, and that Applicant shall <br />reimburse the City for any costs and expenses directly and necessarily <br />incurred by the City in the course of the defense. However, nothing herein <br />shall prohibit the City from participating in the defense of any litigation by <br />its own counsel at its own cost and expense. <br />e. Applicant shall have the right to settle or compromise any Claims arising <br />hereunder; provided, however, that if such settlement or compromise <br />requires payment of money by City, Applicant shall first obtain the <br />consent of City, which shall not be unreasonably withheld, conditioned <br />or delayed. <br />3. Term. This Agreement shall automatically expire on the second anniversary of <br />the date of this Agreement; provided, however that, if on that date, any matter is pending for <br />which indemnity is required under this Agreement, then this Agreement shall automatically <br />expire on the date of completion of that matter. Thereafter, neither Party shall have any further <br />rights or obligations under this Agreement. <br />4. Counsel. The Parties represent that they have consulted or have had the <br />opportunity to consult legal counsel prior to the execution of this Agreement and have executed <br />this Agreement with full knowledge of its meaning and effect. <br />5. Bindine. The Parties agree that the terms, conditions and provisions of this <br />Agreement are binding upon, and shall inure to the benefit of, all assigns and successors in interest <br />of each of the Parties hereto. If during the term of this Agreement, Property Owner transfers <br />ownership of the Property to a new owner, all benefits to and obligations of Property Owner <br />►0A <br />P651-001 -- 3919947.1 <br />