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pursuant to this Agreement or the Joint Use Agreement. In the event any such <br />action or proceeding is brought against Agency and/or City by reason of any <br />such claim, School District, upon notice from Agency or City, covenants to <br />defend such action or proceeding by counsel reasonably satisfactory to Agency <br />and/or City. The obligations of School District under this Section shall not <br />apply to Claims arising from the gross negligence or willful misconduct of <br />Agency, City, or their respective officials, agents, employees or consultants. <br />This Section shall survive the termination of this Agreement. <br />ARTICLE V <br />BREACHES, REMEDIES AND TERNIINATION <br />5.1 Event of Default. An Event of Default shall arise hereunder if a Party <br />defaults in the performance of any of such Party's obligations, covenants or <br />agreements set forth herein, and such default continues for thirty (30) days <br />following delivery of a notice of default from the non-breaching party specifying <br />the particulars of such default, unless the defaulting party commences to cure <br />the default within thirty (30) days and thereafter prosecutes the curing of such <br />default with due diligence and in good faith. <br />5.2 Remedies Upon Default. Upon the occurrence of an Event of Default and <br />in addition to any and all other rights or remedies of the Parties hereunder <br />and/or provided by law, the non-defaulting party may terminate this <br />Agreement and/or bring an action for equitable relief seeking the specific <br />performance of the terms and conditions of this Agreement, and/or enjoining, <br />abating, or preventing any violation of such terms and conditions, and/or <br />seeking to obtain any other remedy consistent with the purpose of this <br />Agreement. <br />5.3 Remedies Cumulative. No remedy in this Article V shall be considered <br />exclusive of any other remedy, but the same shall be cumulative and shall be <br />in addition to every other remedy given hereunder or now or hereafter existing <br />at law or in equity or by statute, and every power and remedy given by this <br />Agreement may be exercised from time to time and as often as occasion may <br />arise or as may be deemed expedient, subject to any limitations referred to <br />hereinabove. <br />ARTICLE VI <br />GENERAL PROVISIONS <br />6.1 Severability. If any term or provision of this Agreement or the application <br />thereof to any person or circumstance shall, to any extent, be held by a court of <br />competent jurisdiction to be invalid or unenforceable, the remainder of this <br />1187216-1 7 <br />