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Article VI <br />Indemnification; Insurance <br />Indemnification. Without a waiver of City's statutory immunities pursuant to Minnesota <br />Statutes Chapter 466 or other applicable law, each party agrees to defend, hold harmless and <br />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, <br />or incurred by the other Parry that arises out of, or in connection with, the Party's default under <br />or failure to perform any contractual or other obligations, commitment, or undertaking under <br />this Agreement. Each Party further agrees that it shall be responsible for its own acts and <br />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 <br />the Agreement with respect to any claim, action, or proceeding that relates to acts or omissions <br />during the term of this Agreement. <br />2. Insurance. The City shall maintain such insurance as is customarily maintained by owners of <br />comparable facilities. <br />Article VII <br />Assignment <br />1. City shall be free to assign any of its rights or obligations under this Agreement to any <br />successor in interest to City -owned property. <br />2. In the event Primary Sponsor shall propose to undergo a change in control, sell, assign, merge, <br />reorganize, consolidate, or otherwise dispose of its business (any of the foregoing being a <br />"Transfer Event"), Primary Sponsor shall notify City of such fact within thirty (30) days prior <br />to such proposed Transfer Event. The notice shall state whether the Transfer Event will or <br />could affect the exercise of Primary Sponsor's rights hereunder or whether it could result at <br />any point in the renaming of the Facility and, if so, the new name proposed by Primary <br />Sponsor or its successor. <br />a. If a new name and/or logo for the Facility is proposed in connection with a Transfer <br />Event, the new name and logo must be agreed to by City and approved by the City <br />Council in its sole discretion. <br />3. If, as a result of the Transfer Event, Primary Sponsor would not be the holder of rights under <br />this Agreement, or Primary Sponsor is not the successor in the Transfer Event, then City's <br />written consent to the Transfer Event shall be required. If City consents, the successor in the <br />Transfer Event shall assume all of the obligations of Primary Sponsor under this Agreement <br />and shall have all of the rights and obligations of Primary Sponsor under this Agreement. <br />4. In the event that a proposed Transfer Event will result in the renaming of the Facility to a <br />company whose business conflicts with a naming rights or other agreement City has with <br />respect to the Facility, or a company whose business practices could be detrimental to the <br />public image or reputation of City or the Facility, in the sole discretion of City, then City shall <br />have the right to terminate this Agreement by written notification within sixty (60) days after <br />receiving notice of such proposed Transfer Event. In the event of such termination, Primary <br />Page 101 of 273 <br />