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7.3 No Solicitation or Employment by County During the period commencing on the date hereof and ending one (1) year after the termination or expiration of this Agreement, except with SMG's prior written consent, the County will not, for any reason, solicit for employment, or hire, any of the senior management personnel employed by SMG at the Facility, including, without limitation, the general manager, director -level employees and department heads. In addition to any other remedies which SMG may have, specific performance in the form of injunctive relief shall be available for the en- forcement of this provision. 7.4 Termination Effect on Contracts All contracts relating to the Facility (includ- ing all contracts approved by the County and all license, lease or rental contracts pertaining to the Facility) which SMG executed in its own name shall be automatically assigned to, and deemed to be assumed by, the County (without further action by any party) upon termination or expiration of this Agreement and the County shall indemnify, defend and hold harmless SMG from and against any Losses in respect of any liability under such contracts arising from any act or omission by any party to such contracts (other than due to the gross negligence or intentional acts or omissions of SMG) occurring on or after the effective date of termination or expiration of this Agreement. 8. Indemnification and Insurance. 8.1 Indemnification (a) SMG shall indemnify, defend and hold harmless the County, its elected and appointed officials, officers, agents and employees from and against any and all Losses aris- ing from any material default or breach by SMG of its obligations specified herein or other Losses incurred by or threatened against County arising from or in connection with a third party law suit alleging wrongdoing by SMG in connection with SMG's management of the Facility; provided, however, that the foregoing indemnification shall not extend to Losses to the extent such Losses (i) arise from any breach or default by the County of its obligations under Section 8.1(b) below, (ii) arise out of a failure by the County to maintain reasonable commercial insur- ance covering (A) the Facility and its premises for physical damage or other Loss and (B) busi- ness interruption, (iii) are caused by or arise out of the services provided by the architects, engi- neers and other agents (other than SMG) retained by the County in connection with Capital Im- provements or Capital Equipment purchases at the Facility, or (iv) where SMG is not found to have committed the wrongdoing alleged in a third party law suit (and such Losses would become Operating Expenses (as defined above and reimbursable to SMG)). (b) The County shall indemnify, defend and hold harmless SMG, its partners, officers, agents and employees from and against any and all Losses arising from (i) any material default or breach by the County of its obligations specified herein, (ii) the fact that at any time prior to the commencement of the Management Term hereunder the Facility has not been operat- ed, or the Facility and its premises are not or have not been, in compliance with all Laws, includ- ing, but not limited to, the ADA, (iii) the fact that prior to, as of, or after the commencement of pdfconvert. 9450.1. cabarms_agreement_2015. doc 21 F -1 Attachment number 1 Page 101