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6.1 I
<br /> Page 42
<br /> 1. Definitions. Capitalized terms used but not defined in this Agreement have the
<br /> meanings given to such terms in the Option Agreements.
<br /> 2. Assi�nment. As of the Effective Date, City hereby grants, assigns, transfers, and
<br /> delivers to County all of City's right, title, interest in, to and under the Option Agreements,
<br /> including without limitation, all benefits and privileges thereunder.
<br /> 3. Acceptance and Assumption. As of the Effective Date, County hereby accepts the
<br /> grant, assignment, transfer and delivery of all of City's right, title and interest as the "Optionee"
<br /> under the Option Agreements and expressly assumes all of the obligations and liabilities of
<br /> Optionee under the Option Agreements and agrees to keep, observe, perform and be bound by all
<br /> of the covenants and obligations that are required to be performed by the "Optionee" under the
<br /> Option Agreements for the period from and after the Effective Date.
<br /> 4. Indemnification
<br /> a. City shall indemnify, defend, protect and hold harmless County and
<br /> County's officers, officials, council members, employees, attorneys, contractors, and agents
<br /> (collectively, the "County Related Parties") from and against any and all liabilities, obligations,
<br /> losses, damages, penalties, actions, judgments, suits, costs, charges, expenses, disbursements,
<br /> demands and claims, including attorneys' fees and costs incurred as a result of such claims or in
<br /> enforcing this indemnification provision (collectively, "Claims") of any kind or character arising
<br /> from, caused by or relating to (i) City's failure to comply with its obligations under the Option
<br /> Agreements for the period up to the Effective Date and (ii) for any bodily injury, death or
<br /> property damage occurring as the result of any act or omission of City or any employee, agent or
<br /> contractor of City on the Properties up to the Effective Date. Should County or any other County
<br /> Related Party be named as a defendant in any suit brought against County or any County Related
<br /> Party in connection with or arising out of any Claim referred to in the immediately precedin�
<br /> sentence, City shall pay to County its reasonable costs and expenses incurred in such suit,
<br /> including without limitation, its reasonable attorneys' fees.
<br /> b. County shall indemnify, defend, protect and hold harmless City and City's
<br /> officers, officials, supervisors, employees, attorneys, contractors, and agents (collectively, the
<br /> "City-Related Parties") from and against any and all Claims of any kind or character arising
<br /> from, caused by or relating to (i) County's failure to comply with its obligations under the
<br /> Option Agreements for the period from and after the Effective Date and (ii) for any bodily
<br /> injury, death or property damage occurring as the result of any act or omission of County or any
<br /> employee, agent or contractor of County on the Properties from and after the Effective Date.
<br /> Should City or any other City-Related Party be named as a defendant in any suit brought against
<br /> City or any City-Related Party in connection with or arising out of any Claim referred to in the
<br /> immediately preceding sentence, County shall pay to City its reasonable costs and expenses
<br /> incurred in such suit, including without limitation, its reasonable attorneys' fees.
<br /> 5. Citv's Representations and Warranties. City hereby represents and warrant to
<br /> County that, as of the Effective Date, City has delivered to County true, correct and complete
<br /> copies of the Option Agreements, the Option Agreements have not been modified or amended,
<br /> and to the actual knowledge of City, no breach or default on the part of City, as the Optionee, or
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