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. AGREEMENT
<br /> NOW, THEREFORE, for � good and valuable consideration, the receipt and
<br /> sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
<br /> follows:
<br /> 1. Definitions. Capitalized terms used but not defined in this Agreement
<br /> have the meanings given to such terms in the Option Agreements.
<br /> 2. Assignment. As of the Effective Date, City hereby grants, assigns,
<br /> transfers, and delivers to County all of City's right, title, interest in, to and under the
<br /> Option Agreements, including without limitation, all benefits and privileges thereunder.
<br /> 3. Acceptance and Assumption. As of the Effective Date, County hereby
<br /> accepts the grant, assignment, transfer and delivery of all of City's right, title and interest
<br /> as the "Optionee" under the Option Agreements and expressly assumes all of the
<br /> • obligations and liabilities of Optionee under the Option Agreements and agrees to keep,
<br /> observe, perform and be bound by all of the covenants and obligations that are required to
<br /> be performed by the "Optionee" under the Option Agreements for the period from and �
<br /> after the Effective Date.
<br /> 4. Indemnification
<br /> • a. City shall indemnify, defend, protect and hold harmless County
<br /> and County's officers, officials, council members, employees, attorneys, contractors, and
<br /> agents (collectively, the "County Related Parties") from and against any and all
<br /> liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
<br /> charges, expenses, disbursements, demands and claims, including attorneys' fees and
<br /> costs incurred as a result of such claims or in enforcing this indemnification provision
<br /> (collectively, "Claims") of any kind or character arising from, caused by or relating to (i)
<br /> • City's failure to comply with its obligations under the Option Agreements for the period
<br /> up to the Effective Date and (ii) for any bodily injury, death or property damage
<br /> 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
<br /> County Related Party be named as a defendant in any suit brought against County or any
<br /> County Related Party in connection with or arising out of any Claim referred to in the
<br /> immediately preceding sentence, City shall pay to County its reasonable costs and
<br /> expenses incurred in such suit, including without limitation, its reasonable attorneys'
<br /> fees.
<br /> b. County shall indemnify, defend, protect and hold harmless City
<br /> and City's officers, officials, supervisors, employees, attorneys, contractors, and agents
<br /> (collectively, the "City-Related Parties") from and against any and all Claims of any
<br /> kind or character arising from, caused by or relating to (i) County's failure to comply
<br /> with its obligations under the Option Agreements for the period from and after the
<br /> Effective Date and (ii) for any bodily injury, death or property damage occurring as the
<br /> • result of any act or omission of County or any employee, agent or contractor of County
<br /> Exhibit
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