|
narrowly construed to cover only the parties and facts identified in any written approval or
<br />if not in writing such approvals shall be solely for the benefit of Subgrantee.
<br />8.6 Indemnification. To the fullest extent permitted by law, Subgrantee hereby agrees that it
<br />shall indemnify, defend, and save harmless Grantor and its elected officials, agents and
<br />employees from and against, any and all liability, expense or damage of any kind or
<br />nature and from any suits, claims, or demands, including legal fees and expenses on
<br />account of any matter or thing or action or failure to act by Subgrantee, its employees,
<br />agents, and contractors , whether in suit or not, arising out of this Agreement, the other
<br />Grant Documents or in connection herewith, including, without limiting the generality
<br />thereof, the Subgrantee's Work. The obligations to be observed or performed by
<br />Subgrantee under this Section 8.6 shall survive the Grant Closing Date, the termination or
<br />expiration of this Agreement, and any cancellation of this Agreement.
<br />8.7 Forbearance Not a Waiver. No act of forbearance or failure to insist on the prompt
<br />performance by Subgrantee of its obligations under this Agreement, either express or
<br />implied, shall be construed as a waiver by Grantor or any of its rights hereunder.
<br />8.8 Captions. The captions and headings of various Articles and Sections of this Agreement
<br />and exhibits pertaining hereto are included for convenience only and not to be considered
<br />as defining or limiting in any way the scope or intent of the provisions hereof.
<br />8.9 Inconsistent Terms and Partial Invalidity. In the event of any inconsistency among the
<br />terms, provisions, covenants, agreements, and conditions hereof (including incorporated
<br />terms), or between such terms, provisions, covenants, agreements, and conditions and the
<br />terms, provisions, covenants, agreements, and conditions of any other Grant Document,
<br />this Agreement shall be controlling. If any provision of this Agreement, or any
<br />paragraph, sentence, clause, phrase, or word, or the application thereof, in any
<br />circumstances, is adjudicated by a court of competent jurisdiction to be invalid, the
<br />validity of the remainder of this Agreement shall be construed as if such invalid part were
<br />never included herein.
<br />8.10 Gender and Number. Any word herein which is expressed in the masculine or neuter
<br />gender shall be deemed to include the masculine, feminine and neuter genders. Any
<br />word herein which is expressed in the singular or plural number shall be deemed,
<br />whenever appropriate in the context, to include the singular and plural.
<br />8.11 Severability. Each provision of this Agreement shall be interpreted in such a manner as
<br />to be effective and valid under applicable law, but if any provision of this Agreement is
<br />held to be prohibited by or invalid under applicable law, such provision shall be
<br />ineffective only to the extent of such prohibition or invalidity, without invalidating the
<br />remainder of such provisions of this Agreement.
<br />8.12 WAIVER OF JURY TRIAL. SUBGRANTEE WAIVES ANY RIGHT TO A
<br />TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
<br />M
<br />
|