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(e). The failure of CGI to keep, perform, and observe all other promises, <br />covenants, conditions, and agreements set forth in this Agreement, <br />where such failure continues for more than thirty (30) after written <br />notice from the CITY for correction thereof, provided that where <br />fulfillment of such obligation requires activity over a period of time <br />and CGI shall have commenced to perform whatever may be required <br />to cure the particular default within ten (10) days after such notice and <br />continues such performance diligently, said time limit may be waived <br />in the manner and to the extent allowed by the CITY. <br />(1). The filing of a voluntary petition in bankruptcy by CGI; the <br />adjudication of CGI as bankrupt; the appointment of any receiver of <br />CGI's assets; the making of a general assignment for the benefit of <br />creditors; a petition or answer seeking an arrangement for the <br />reorganization of CGI under any Federal Reorganization Act, <br />including petitions or answers under Chapters X or XI of the <br />Bankruptcy Act; the occurrence of any act which operates to deprive <br />CGI permanently of its rights, powers, and privileges necessary for <br />the proper conduct and operation of the Community Movie Showcase <br />link to the CITY's website homepage ; the levy of any attachment or <br />execution which substantially interferes with CGI's operations under <br />this Agreement and which attachment or execution is not vacated, <br />dismissed, stayed or set aside within a period of ninety (90) days. <br />19. HOLD HARMLESS /INDEMNITY <br />CGI shall protect, defend, indemnify and hold harmless CITY, its officers, <br />officials, employees, volunteers and agents from and against any and all <br />liability, loss, damage, expenses, costs (including without limitation, costs <br />and fees of litigation of every nature) arising out of or in connection with <br />CGI's performance of its services under this Agreement, or its failure to <br />comply with any of its obligations contained in this Agreement, except such <br />loss or damage which was caused by the sole negligence or willful <br />misconduct of the CITY, its officers, agents, volunteers or employees. <br />21. NOTICE <br />Except as set forth in subsection 15(d), above, any notice, tender, demand, <br />delivery, or other communication pursuant to this Agreement shall be in <br />writing and shall be deemed to be properly given if delivered in person or <br />7 <br />