work product with its attorneys, accountants, consultants, contractors, or potential lenders
or investors, or prevents the holding of public City meetings in compliance with applicable
laws.
5.20 Representations, Warranties and Indemnity Regarding Brokers.
a) City represents to Developer that no real estate broker or agent has rendered
a service or represented City in connection with this Agreement or the transaction
contemplated in this Agreement for which any brokerage commission or fee is due.
b) Developer represents to City that no real estate broker or agent has rendered
a service or represented Developer in connection with this Agreement or the transaction
contemplated in this Agreement for which any brokerage commission or fee is due.
ro) City and Developer covenant and agree, each to the other, to indemnify the
other against any claims based upon or arising out of the employment or use by the
indemnifying party of any real estate broker, agent or finder in connection with the
purchase-and-sateleasing of the Property. This Section 5.20 shall survive Closing or any
earlier termination of this Agreement.
5.21 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY (OR TO ANY THIRD PARTY, WHETHER OR NOT CLAIMING THROUGH
THAT OTHER PARTY) FOR INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER).
5.22 Non-Appropriation. No provision of this Agreement shall be construed or
interpreted as creating a pledge of the faith and credit of the City within the meaning of
any Constitutional debt limitation. No provision of this Agreement shall be construed or
interpreted as creating a pledge of the faith and credit of the City within the meaning of
the, Constitution of the State of New Hampshire. This Agreement shall not directly or
indirectly or contingently obligate the City to make any payments beyond the amount
appropriated, if any, in the sole discretion of the City for any fiscal year in which this
Agreement shall be in effect. The City may at the end of any fiscal year terminate its future
installment payment obligations under this Agreement if the City has not appropriated
sufficient funds to make the next fiscal year's scheduled installment payments; however,
during each fiscal year, the City shall exercise its best efforts to appropriate funds for
installment payments due in the next fiscal year. No deficiency judgment may be rendered
against the City in any action for breach of a contractual obligation under this Agreement
and the taxing power of the City is not and may not be pledged directly or indirectly to
secure any moneys due under this Agreement. No provision of this Agreement shall be
construed to pledge or to create a lien on any class or source of the City's moneys. To the
extent of any conflict between this Section 5.22 and any other provision of this Agreement,
this Section shall take priority.
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