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Section 9 .4 . Default and Termination <br /> ( a ) Events of Default . Either Party may immediately terminate this <br /> Agreement for cause , without prejudice to any other rights or remedies <br /> the terminating Party may have under the law, except as provided herein , <br /> when there is an event of default by the other Party . An event of default <br /> shall occur if the other Party shall ( 1 ) fail to perform any material <br /> provision of this Agreement within fifteen ( 15 ) days of receipt of written <br /> notice to cure , ( 2 ) become insolvent or subject to a petition of <br /> involuntary bankruptcy and the appointment of a trustee or receiver, in <br /> any such case which is not dismissed within 120 days, or ( 3 ) make an <br /> assignment for the benefit of creditors, other than as permitted in <br /> Section 9 . 8 . <br /> ( b ) Remedies . In the event of a breach by a Party of any of its obligations <br /> hereunder after any applicable notice and cure period , the other Party <br /> shall have the rights specified herein , and any remedy to which it is <br /> entitled at law or in equity for such breach , subject to Subsection 9 . 4 . ( c ) , <br /> below . <br /> ( c ) Exclusivity of Remedies . Neither Party shall be liable for or obligated to <br /> pay punitive, consequential , special , incidental or indirect damages in <br /> connection with the performance of this Agreement . <br /> ( d ) Survival of Obligations . Notwithstanding the expiration or the <br /> termination of this Agreement pursuant to its terms, any duty or <br /> obligation of a Party which has not been fully observed , performed <br /> and /or discharged and any right, unconditional or conditional , which has <br /> been created for the benefit of a Party and which has not been fully <br /> enjoyed , enforced and /or satisfied ( including but not limited to the <br /> duties, obligations and rights, if any, with respect to secrecy, indemnity, <br /> warranty, and guaranty) shall survive such expiration or termination until <br /> such duty or obligation has been fully observed , performed or discharged <br /> and such right has been fully enjoyed , enforced and satisfied . <br /> Section 9 . 5 . Indemnification <br /> ( a ) By Processor . To the extent permitted by law, Processor shall defend , <br /> protect, hold harmless and indemnify District, its Commissioners, <br /> directors, officers, employees, and agents and contractors of any tier, or <br /> any of them ( the " District Indemnified Persons " ) from and against any <br /> cost, expense, loss, claim or liability whatsoever, including the cost of <br /> attorneys' fees and appeals, for injury to any person or loss or damage to <br /> any property arising out of: ( a ) the negligence or wrongful misconduct of <br /> Processor, its directors or partners ( as applicable ) , officers, employees, <br /> other agents or contractors of any tier; ( b ) the failure of or by Processor, <br /> . 17 - <br />