Year 2010 temporary budget to make available the ... - Jersey City

common law right or any other right of any third pary, or violate any law; (v) it has not and wil not take any action that
would limit, diminish or impair the rights granted to the City hereunder; and (vi) there is no action, suit or proceeding
before any cour or governental body, now pending or, to such Red Bull Entity's knowledge, threatened against or
seeking to prevent its performance of its obligation hereunder.
8. INDEMNIFICATION.
(a) The City shall defend, indemnify and hold each Red Bull Entity, its parent, affliates, subsidiaries and
each of their respective offcers, agents, directors, and employees harmless from and against any and all claims, causes
of actions, suits, proceedings, judgments, debts, fines, penalties, damages, losses, costs, expenses or liabilities
(including, without limitation, reasonable attorneys' fees and costs) (collectively, "Losses") of any kind relating to or
arising from: (i) the breach or alleged breach by the City, its offcers, directors, representatives, employees or agents of
any of its obligations, representations, warranties or covenants under this Agreement; and (ii) the negligence or wilful
misconduct of the City, its officers, directors, representatives, employees or agents arising out of or in connection with
the performance of its obligations under this Agreement, except to the extent attributable to the negligence or wilful
misconduct of the Red Bull Entities, their representatives, employees or agents. Notwithstanding anything contained
herein to the contrary, the City acknowledges and agrees that it shall indemnify and hold each Red Bull Entity, its
parent, affiliates, subsidiaries and each of their respective offcers, agents, directors, and employees harless from and
against any and all Losses of any kind relating to or arising from the City Tent, except to the extent attibutable to the
negligence or wilful misconduct of the Red Bull Entities, their representatives, employees or agents.
(b) The Red Bull Entities shall defend, indemnify and hold the City, its parent, affiiates, subsidiaries and
each of their respective offcers, agents, directors, and employees harmless from and against any and all Losses of any
kind relating to or arising from: (i) the breach by the Red Bull Entities, their officers, directors, representatives,
employees or agents of any of their obligations, representations, warranties or covenants under this Agreement; and (ii)
any act or omission of the Red Bull Entities, their officers, directors, representatives, employees or agents arising out of
the Event or in connection with the performance of their obligations under this Agreement, except to the extent
attibutable to the negligence or wilful misconduct of the City or any of its representatives, employees or agents.
9. TERM AND TERMINATION.
(a) Term. This term of this Agreement shall commence on the Effective Date and shall end following
conclusion of the Event, unless earlier terminated in accordance with the terms of this Section 9.
(b) Termination With Cause. Either party may terminate this Agreement with cause immediately upon
written notice in the event that: (a) the other party fies a petition for bankuptcy or for relief from creditors under any
equivalent state law or regulation; (b) the other party materially breaches any of its obligations, representations,
warranties or covenants under this Agreement, and such breach, if curable, is not cured within foureen (14) days
following receipt of written notice thereof; (c) the Venue, or the Permits required pursuant to Section 3(c) are not
secured; or (d) the Red Bull Entities cancel the Event or the entire Red Bull Air Race World Championship Series.
(c) Termination Due to Force Majeure. Neither party shall be liable for any delay or failure to perform its
obligations hereunder to the extent that such delay or failure is caused by the occurence of a Force Majeure Event (as
defined below); provided, however, that either part may elect to terminate this Agreement immediately upon written
notice following the occurence of a Force Majeure Event. "Force Majeure Event" shall mean an event outside the
reasonable control of either party, including, without limitation: an act or regulation of
public authority; fire; riot or civil
commotion; labor dispute; terrorist acts or threats; acts or declarations of war; disease or epidemic; substantial
interruption in, or substantial delay or failure of, technical facilities; failure or substantial delay of necessary
transportation services; war conditions; emergencies; inclement weather; or acts of God.
(d) Effect of Termination. In the event of any termination of this Agreement, neither part shall have any
further liability or obligation of any kind to the other, except to pay for fees incurred but unpaid to date.
10. MISCELLANEOUS.
(a) Notices. All notices, requests, demands and other communications required or permitted to be given
under this Agreement, shall be given in writing and shall be deemed to have been duly given: (i) on the date of delivery
if delivered by hand or by telecopy or bye-mail, in the case of telecopy or e-mail upon confirmation of receipt; or (ii)
(RB00018123 V4)
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