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constitute, an Event of Default under this Agreement. Such occurrences include, but <br />are not limited to, the threat or initiation of lawsuits or administrative proceedings <br />against the Successor Agency that results in a final judgment, order or decree that has <br />a materially adverse effect on the business of the Successor Agency and its ability to <br />perform its obligations under this Agreement, the revocations of material operating <br />licenses, or problems with vendors, suppliers, or customers that has a material effect on <br />the business of the Successor Agency and its ability to perform its obligations under this <br />Agreement. <br /> <br />ARTICLE 4 <br />INDEMNITY REQUIREMENTS <br /> <br />4.1 Indemnity. Successor Agency shall defend hold harmless and indemnify City, its <br />officers, employees and agents from and against all claims, liability, costs, expenses, <br />loss or damages of any nature whatsoever, including reasonable attorney’s fees, arising <br />out of or in any way connected with its failure to perform its covenants and obligations <br />under this Agreement and any of its operations or activities related thereto, excluding <br />the willful misconduct or the gross negligence of the person or entity seeking to be <br />defended, indemnified, or held harmless. <br /> <br /> <br />ARTICLE 5 <br />DEFAULT AND REMEDIES <br /> <br />5.1 Events of Default. Each of the following events will constitute an event of default <br />(“Event of Default”) under this Agreement: <br /> <br />(a) Nonpayment. Failure of the Successor to make payments pursuant to <br />Article 1 hereof. <br /> <br />(b) Failure to Perform. Failure, neglect or refusal of the Successor Agency to <br />perform any promise, agreement, covenant or obligation contained in this <br />Agreement, after any applicable cure periods. <br /> <br />5.2 Declaring Default. Whenever any Event of Default has occurred, other than a <br />failure to pay any sums due, City shall give written notice of default to Successor <br />Agency. If the default is not cured within thirty (30) calendar days after the Date of <br />Default (defined herein), or any extension approved in writing by City, City may enforce <br />its rights and remedies under Section 5.3 below. Any default that has occurred will be <br />deemed to commence on the date that written notice of default is effective p ursuant to <br />Section 6.1 of this Agreement (the “Date of Default”). In the event of a default in the <br />payment of any payment when due, the Successor Agency shall have ten (10) calendar <br />days from the payment due date to cure such default whether or not City gives written <br />notice. <br />