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<br />(including reasonable attorney's fees and costs), or liability or claims for <br />damages on account of damage of property or injury to or death of persons, <br />including Licensee or Licensee's employees, patrons, agents, customers, <br />business invitees and/or any other persons, or damage to property of any kind <br />whatsoever and to whomsoever belonging, including Licensee or Licensee's <br />employees and patrons, agents, customers, business invitees and/or any other <br />persons, from any cause resulting from the operations of Licensee, and/or use of <br />any City area by Licensee or Licensee's employees, patrons, agents, customers, <br />business invitees and/or any other persons, except where caused by Licensor's <br />active negligence, sole negligence or willful misconduct. <br /> <br />17. MISCEllANEOUS <br />17.1 Expenses of Enforcement. If there are any legal or arbitration proceedings <br />between Licensor and Licensee to enforce any provision of this Agreement or to <br />protect or establish any right or remedy of either Licensor or Licensee hereunder, <br />the unsuccessful party shall pay to the prevailing party all reasonable and <br />customary costs and expenses, including reasonable attorney's fees (including, <br />without limitation, the reasonable value of any in-house counsel services) <br />incurred by such prevailing party in such proceeding and in any appeal in <br />connection therewith. If such prevailing party recovers a judgment in any such <br />proceeding or appeal, such costs, expenses, and attorney's fees (including the <br />reasonable value of in-house counsel services) shall be determined by the court <br />or arbitration panel handling the proceeding and shall be included in and as part <br />of such judgment. <br /> <br />17.2 Misrepresentations. Any statements submitted to Licensor in the Licensee's <br />Application for Courthouse Square Vendor Space ("Application") and this License <br />Agreement by Licensee are considered inducements to execute this License. <br />Misrepresentations by Licensee shall entitle Licensor to terminate this License. <br /> <br />17.3 Entire Agreement. This Agreement contains all the terms, covenants, conditions <br />and agreements between Licensor and Licensee relating in any manner to the <br />license, use and occupancy of the premises. No prior or other agreement or <br />understanding pertaining to the same shall be valid or of any force and effect; <br />and the terms, covenants and conditions of this Agreement cannot be altered, <br />changed, modified or added to, except in writing signed by Licensor and <br />Licensee. <br /> <br />17.4 Captions. Definitions and Severabilitv. The captions of the sections and <br />subsections of this Agreement are for convenience and easy reference only and <br />shall not be considered or referred to in resolving questions of construction. <br />Whenever in this Agreement any words of obligation or duty are used, such <br />words shall have the same force and effect as though made in the form of <br />covenants. All of the covenants and agreements herein contained are <br />conditions, and the strict and prompt performance of each shall be conditions <br />precedents to the right or to have this Agreement continue in effect. Should any <br />provision of this Agreement be adjudged to be invalid, void or illegal, such <br />adjudication shall in no way effect, impair or invalidate any other provisions <br />hereof, the parties hereto agreeing that they would have entered into the <br />remaining portion of this Agreement notwithstanding the omission of the portion <br />or portions adjudged invalid, void or illegal. <br /> <br />ATTY/AGR/2007.068 <br />110107 <br /> <br />7 <br />