8. INDEMNITY.
<br /> 8.1. To the extent permitted by law and up to the amount of its insurance coverage,Orange County
<br /> agrees to indemnify, defend and hold harmless Sports Endeavors, its parent, subsidiary and
<br /> affiliated companies and their respective directors,officers,employees,agents successors and
<br /> assigns, from and against any and all claims, damages, liabilities, losses, government
<br /> proceedings and costs and expenses,including reasonable attorneys' fees and costs of suit,
<br /> arising out of or in connection with(i)any use of the Facility or activity conducted thereon, (ii)
<br /> the negligent or reckless acts or omissions of Orange County, its employees,agents, or
<br /> representatives, or(iii)Orange County's breach of this Agreement.
<br /> 8.2. To the extent permitted by law and up to the amount of its insurance coverage, Sports
<br /> Endeavors agrees to indemnify, defend and hold harmless Orange County, its parent, subsidiary
<br /> and affiliated companies and their respective directors,officers,employees,agents successors
<br /> and assigns, from and against any and all claims, damages,liabilities, losses, government
<br /> proceedings and costs and expenses,including reasonable attorneys' fees and costs of suit,
<br /> arising out of or in connection with(i)the use of Sports Endeavors Marks or(ii) Sports
<br /> Endeavors' breach of this Agreement.
<br /> 8.3. Each party shall promptly notify the other party of any suit or threat of suit of which that party
<br /> becomes aware which may give rise to a right of indemnification pursuant to this Agreement.
<br /> The parties agree to cooperate in the settlement or defense of any such claim,demand, suit or
<br /> proceeding.
<br /> 8.4. In the event of a breach or threatened breach of this Agreement by the other party,the non-
<br /> breaching party shall be entitled, in addition to any other remedies available to it,to obtain relief
<br /> by way of injunction or other equitable relief.
<br /> 8.5. The obligations of this Section 8 shall survive the expiration or termination of this Agreement.
<br /> 9. COMPLIANCE WITH LAWS.
<br /> In the course of their respective performance under this Agreement,both parties shall comply with
<br /> all applicable federal, state and local laws and regulations, including,without limitation, laws and
<br /> regulations pertaining to trademark and copy rights.
<br /> 14.NOTICES,STATEMENTS AND PAYMENTS. All notices,statements and payments required
<br /> hereunder shall be sent by fax and overnight mail, or first class mail,or by wire transfer,as
<br /> appropriate,to the parties at the following addresses:
<br /> For Orange County: Clarence G. Grier,Assistant County Manager and CFO
<br /> Orange County Manager's Office
<br /> P.O. Box 8181
<br /> Hillsborough,NC 27278
<br /> For Sports Endeavors: Mike Moylan,President
<br /> Sports Endeavors,Incorporated
<br /> 431 US Highway 70A East
<br /> Hillsborough,NC 27278
<br /> Page 5 of 7
<br />
|