9A, City - County Joint Powers Agreement for TCAAP

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(b) comply with all applicable laws, rules regulations and by-laws of governmental authorities, and with the terms and conditions of all permits, licenses and approvals issued to Licensee in connection with the use by Licensee and its employees and contractors of the Government Property for the Permitted Uses. 7. Defaults and Remedies. If at any time during the Term of this License, Licensee fails to perform or observe any term, covenant or condition contained in this License to be performed or observed by Licensee, and such failure continues for a period of seven(7) days after the Government gives written notice to Licensee specifying the nature of the default claimed(unless such default shall be of such nature that it cannot be completely cured within such seven(7) day period and Licensee commences to cure such default during such seven(7) day period and thereafter continues curing the same with reasonable diligence);then, in any such instance,the Government may terminate this License by written notice to Licensee, such termination to be effective on the date specified in such notice. 8. Representations and Warranties of the Licensee. (a) The Licensee has all of the requisite power and authority to deliver this Agreement and the releases and indemnification's contemplated herein. (b) This Agreement has been duly executed and delivered by the Licensee and constitutes the legal,valid and binding obligation of the Licensee enforceable in accordance with its terms. (c) The execution and delivery of this Agreement by the Licensee does not, and the consummation of the transactions contemplated by this Agreement and the compliance with its terms, conditions and provisions by the Licensee will not conflict with or result in a breach of or constitute a default(or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any of the terms, conditions or provisions of any agreement or instrument to which the Licensee is a party or by which the Licensee may be bound or affected, or any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law rule or regulation. 9. Miscellaneous Provisions. (a) No Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than each of the parties hereto; any benefits,rights or remedies under or by reason of this Agreement. (b) Entire Agreement. This Agreement and the attachments hereto, each of which is hereby incorporated herein, set forth all of the agreements,promises, 34 176632v1