75A - PH 75 FT DIGITAL PYLON AUTO MALL

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the right from time to time, and at any time during the term of this Agreement, to change their respective addresses or contact persons. 6.8 Representations and Warranties. As a material inducement to City's entry into this Agreement, Auto Mall represents and warrants to City that (i) Auto Mall has the full power and authority to enter into and perform under this Agreement; and (ii) all authorizations and approvals required to make this Agreement binding upon Auto Mall have been duly obtained. As a material inducement to Auto Mall's entry into this Agreement, City represents and warrants to Auto Mall that, subject to and limited by the provisions of Section 5.2: (i) City has the full power and authority to enter into and perform under this Agreement; and, (ii) all authorizations and approvals required to make this Agreement binding upon City have been duly obtained. 6.9 Litigation Expenses. If either of the parties institutes any legal action against the other in connection with any controversy related to, concerning or arising out of this Agreement, or any facts based upon or involving this Agreement, then the prevailing party, whether in court, through mediation, arbitration or by way of out-of-court settlement, shall be entitled to recover from the non -prevailing party such prevailing party's reasonable attorneys' fees, court costs, expert witness fees and other expenses relating to such controversy, including such fees, costs and expenses on appeal, if any; and the arbitrator(s), if any, is hereby authorized to make such an award to the prevailing party in arbitration. 6.10 Termination. In the event this Agreement terminates, no termination shall release any party in default and this Agreement shall survive for purposes of allowing a party to enforce its rights and remedies under this Agreement in the event of a default. All indemnification provisions and any other provision that by its nature cannot be performed during the term of this Agreement shall survive the termination of this Agreement. 6.11 Defense of Third Party Claims. To the fullest extent permitted by law, Auto Mall 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, including attorney's fees and costs in the event that a third party files litigation challenging the validity or enforceability of this Agreement, or any Loan Repayments. The City and Auto Mall may jointly defend the Agreement and/or Loan Repayments. The Auto Mall's obligation to defend, hold harmless and indemnify is contingent on the City cooperating in the defense of the action throughout the litigation, and entering into a mutually agreeable Joint Defense Agreement, although the Auto Mall will be responsible for any and all costs and fees related to any such defense. 6.12 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; 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. 75A-29