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or employee of the City from the performance of any official duty provided by any applicable
<br /> provisions of law or hereby
<br /> SECTION 8 05 Article and Section Headings, Gender and References The
<br /> headings or titles of the several articles and sections hereof and the table of contents appended
<br /> hereto shall be solely for convenience of reference and shall not affect the meamng, construction
<br /> or effect hereof, and words of any gender shall be deemed and construed to include all genders
<br /> All references herein to "Articles," "Sections," "Exhibits" and other subdivisions or clauses are
<br /> to the corresponding articles, sections, exhibits, subdivisions or clauses hereof, and the words
<br /> "hereby," "herein," "hereof," "hereto," "herewith" and other words of similar import refer to the
<br /> 2017 Installment Sale Agreement as a whole and not to any particular article, section, exhibit,
<br /> subdivision or clause hereof
<br /> SECTION 8 06 Partial Invalidity If any one or more of the agreements or
<br /> covenants or portions thereof required hereby to be performed by or on the part of the Authority
<br /> or the City shall be contrary to law, then such agreement or agreements, such covenant or
<br /> covenants or such portions thereof shall be null and void and shall be deemed separable from the
<br /> remaining agreements and covenants or portions thereof and shall in no way affect the validity
<br /> hereof The Authority and the City hereby declare that they would have executed the 2017
<br /> Installment Sale Agreement, and each and every other article, section, paragraph, subdivision,
<br /> sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections,
<br /> paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any
<br /> person or circumstance may be held to be unconstitutional, unenforceable or invalid
<br /> SECTION 8 07 Assignment The 2017 Installment Sale Agreement and any rights
<br /> hereunder and the 2017 Installment Sale Payments shall be assigned by the Authority to the
<br /> Trustee as provided in the Trust Agreement, to which assignment the City hereby expressly
<br /> acknowledges and consents
<br /> SECTION 8 08 Net Contract The 2017 Installment Sale Agreement shall be
<br /> deemed and construed to be a net contract, and the City shall pay absolutely net during the term
<br /> hereof the 2017 Installment Sale Payments and all other payments required hereunder, free of
<br /> any deductions and without abatement, diminution or set-off whatsoever
<br /> SECTION 8 09 California Law The 2017 Installment Sale Agreement shall be
<br /> construed and governed in accordance with the laws of the State of California
<br /> SECTION 8 10 Indemnification The City shall, to the full extent then permitted
<br /> by law, indemnify, protect, hold harmless, save and keep harmless the Authority and its
<br /> directors, officers and employees and the Trustee and its directors, officers and employees from
<br /> and against any and all liability, obligations, losses, claims and damages whatsoever, regardless
<br /> of the cause thereof, and expenses in connection therewith, including, without limitation, counsel
<br /> fees and expenses, penalties and interest arising out of or as the result of the entering into of the
<br /> 2017 Installment Sale Agreement, the acquisition, construction, installation and use of the
<br /> Project and each portion thereof or any accident in connection with the operation, use, condition
<br /> or possession of the Project or any portion thereof resulting in damage to property or injury to or
<br /> death to any person including, without limitation, any claim alleging latent and other defects,
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