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penalties and fees of any nature (including, without limitation reasonable attorneys and <br />consultant fees) arising out of or in any way relating to: <br />8.2.1 The failure of WFC to timely place the Temporary Pipeline or the Permanent <br />Pipeline in service as provided in Section 3 of this Agreement. <br />8.2.2 The failure of the Temporary Pipeline or the Permanent Pipeline (as the case may <br />be) to transport the volume of water warranted by WFC in Section 5.2 of this <br />Agreement. <br />8.3 Indemnification of WFC by CCC. CCC shall indemnify and hold WFC harmless <br />from and against any and all present and future claims, liabilities, damages, costs, expenses, <br />fines, penalties and fees of any (including, without limitation reasonable attorneys and consultant <br />fees) asserted by third parties arising out of or in any way relating to: <br />8.3.1 CCC's failure to operate the Temporary Pipeline and the Permanent Pipeline in <br />accordance with the operating instructions and specifications to be prepared in <br />accordance with Section 2.2.3, or the physical distribution and allocation of water <br />to the appropriate shareholders, except this Indemnity shall not apply with respect <br />to any claims caused by the default of WFC under this Agreement. <br />8.4 Limitations on Indemnities. No party under this Agreement shall be obligated to <br />indemnify any other person against claims, liabilities, damages, costs, expenses, fines, penalties <br />and fees of any nature, arising or resulting from the negligent or willful acts of the other party to <br />this Agreement or the officers, directors, employees or agents of such party. <br />9 Limited Rights of Assignment. Neither WFC nor CCC shall assign any of its rights or <br />obligations under this Agreement without the prior written consent of the other party to this <br />Agreement, which consent may not be unreasonably withheld. By way of example and without <br />limitations, either would be reasonable in withholding its consent to a proposed assignment <br />based on the unacceptable financial condition of the proposed assignee. The shareholders of <br />CCC are intended third party beneficiaries of this Agreement and may assign their rights under <br />this Agreement as part of the transfer of their interest in CCC without the approval of WFC. <br />10 Written Notices. Any notice, request, demand, approval or consent given or required to <br />be given under this Agreement shall be in Writing and shall be deemed to have been given on <br />the third (3T day following the day on which the same shall have been mailed by United States <br />registered or certified mail, return receipt requested, with all postage charged prepaid, addressed <br />as follows (or at such other address or addresses as specified by the parties in writing in <br />accordance with the provisions of this Agreement): <br />If to CCC: <br />10 <br />Colorado Cooperative Company <br />P.O. Box 231 <br />Nucla, CO 81424 <br />