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b. "Good cause" for the City to terminate includes, but is not limited to, the following: <br />Any material breach of the terms, conditions, and obligations of this <br />Agreement by Sponsor; <br />ii. Failure by Sponsor to deliver the contributions provided for in Article II <br />hereof, or any other required payment as set forth herein; <br />iii. Any crime by Sponsor or any principal or owner of Sponsor that causes <br />Sponsor to come into disrepute in the greater Elk River Area; <br />iv. Occurrence of insolvency or bankruptcy of Sponsor, or upon the general <br />assignment by Sponsor for the benefit of creditors, or upon the consent of <br />Sponsor to the appointment of a receiver, trustee, or liquidator of all or <br />substantially all of its property; or <br />V. Occurrence of a Transfer Event which the City has not consented to, as <br />provided in Article VI of this Agreement. <br />C. "Good cause" for Sponsor to terminate includes, but is not limited to, the following: <br />Any material breach of the terms, conditions, and obligations of this <br />Agreement by the City; <br />3. Removal of Signs, Logos, and Marks. Upon termination or expiration of this Agreement, <br />City shall have the right to remove all signs, logos, and marks in all locations throughout the <br />Facility. <br />Article V <br />Indemnification; Insurance <br />1. Indemnification. Without a waiver of the City's statutory immunities pursuant to <br />Minnesota Statutes Chapter 466 or other applicable law, each party agrees to defend, hold harmless <br />and indemnify the other Parry against any and all claims, liabilities, damages, judgments, costs, <br />and expenses (including reasonable attorneys' fees and costs) asserted against, imposed upon, or <br />incurred by the other Parry that arises out of, or in connection with, the Party's default under or <br />failure to perform any contractual or other obligations, commitment, or undertaking under this <br />Agreement, or any other act or omission of a Party or its employees, agents, or representatives to <br />the extent allowed by the law. Each Parry further agrees that it shall be responsible for its own acts <br />and results thereof to the extent authorized by law, and shall not be responsible for the acts of the <br />other Party and results thereof. The provision of this Article shall survive the termination of the <br />Agreement with respect to any claim, action, or proceeding that relates to acts or omissions during <br />the term of this Agreement. <br />2. Insurance. The City shall maintain such insurance as is customarily maintained by owners <br />of comparable facilities. <br />3 <br />