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or materially changed or altered without first giving sixty (60) days' written notice thereof to SMG,
<br />300 Conshohocken State Rd., Suite 770, West Conshohocken, PA 19428" sent by certified mail, return
<br />receipt requested.
<br />C. Waiver of Rights of Recovery SMGFB hereby waives any and all rights of
<br />recovery it may hereafter have against SMG, and the County for any injuries or losses sustained by, or
<br />damages caused to SMGFB, its employees, property, or the property of others under SMGFB's
<br />control, to the extent that such loss or damage is covered under the terms of the Policies. SMG hereby
<br />waives any and all rights of recovery SMG and the County may hereafter have against SMGFB for any
<br />injuries or losses sustained by, or damages caused to, SMG and the County, and their respective
<br />employees, property, or the property of others under their respective control, to the extent that such
<br />loss or damage is covered under the terms of any insurance coverages maintained by SMG and the
<br />County. If SMG and the County decide not to maintain any such insurance, the waiver of SMG
<br />hereunder shall apply with respect to the amount of insurance that a reasonable party, as a manager of
<br />a public assembly facility, would maintain for a public assembly facility comparable to the Facility. In
<br />addition, the SMGFB and SMG will each notify their respective insurance companies of the provisions
<br />of this Section 11B and ensure that any such insurance policies include provisions which incorporate
<br />the terms of this Section 113.
<br />D. Indemnification.
<br />The County shall indemnify, defend, and hold harmless SMGFB, its
<br />members, officers, agents, and employees from and against any and all losses, liabilities, claims,
<br />damages and expenses (including reasonable attorneys' fees) (collectively, "Losses ") arising from (i)
<br />any material default or breach by the County of its obligations specified herein; provided, however,
<br />that the foregoing indemnification shall not extend to Losses to the extent such Losses arise from any
<br />default or breach by SMGFB of its obligations specified herein, (ii) the fact that at any time prior to,
<br />as of, or after the commencement of the Term hereunder the Facility has not been operated, or the
<br />Facility, and its premises are not or have not been, in compliance with all applicable federal, state,
<br />local and municipal laws, regulations and ordinances (collectively, the "Laws "), including, but limited
<br />to, the Americans with Disabilities Act, 42 U.S.C. Sections 12101 -12213 as amended by the Civil
<br />Rights Act of 1991 (42 U.S.C. Section 1981(a)), as it now exists and as it may be amended in the
<br />future by statute or judicial interpretation, (iii) the fact that prior to, as of, or after the commencement
<br />of the Term hereunder there is any condition on, above, beneath or arising from the premises occupied
<br />by the Facility which might, under any Law, give rise to liability or which would or may require any
<br />"response," "removal" or "remedial action" (as such terms are defined under the Comprehensive
<br />Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments
<br />and Reauthorization Act), or (iv) any structural defect or unsound operating condition with respect to
<br />the Facility or the premises occupied by the Facility prior to, as of or after the commencement of the
<br />Term hereunder.
<br />2. The provisions of Section 11C hereof shall survive the termination or
<br />expiration of this Agreement.
<br />12. LICENSES, PERMITS AND TAXES.
<br />A. Licenses, Permits and Taxes for Alcoholic Beverage Services SMGFB shall
<br />obtain and maintain in good standing at all times all legally required licenses and permits, including
<br />alcoholic beverage licenses required to be obtained by SMGFB to provide the Services. SMG and the
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<br />Attachment number 1
<br />F -3 Page 79
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