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reward for the giving or withholding of a vote at the election at which I was elected, <br />or if the office is one of appointment, to secure my appointment, So help me God." <br />SECTION XI <br />INDEMNITY <br />Section 11.01 Indemnity. <br />A. The Corporation shall defend, indemnify and hold its Directors and officers <br />harmless from and against any loss, claim. or damages asserted against such Director <br />or officer, by action in court or otherwise, by reason of said Director or officer being <br />or having been such a Director or officer for the Corporation to the fullest extent <br />permitted udder applicable Texas law. Provided, however, this indemnification <br />clause is intended to cover only those acts or omissions that were made in good faith <br />and without malicious or felonious intent. <br />B. The Corporation further agrees to indemnify, defend and hold the City of Paris, <br />Texas, its elected officials, officers, and employees harmless from and against all <br />claims and lawsuits for damages, injuries to persons (including death), property <br />damages, including loss of use and expenses (including court costs and attorney's <br />fees) arising out of or resulting from the negligent acts or omissions or intentional <br />acts or omissions of the Corporation or its Directors, officers and employees. The <br />Corporation shall waive any and all claims it may have against the City, it's elected <br />officials, officers and employees connected with, resulting from, or arising out of, <br />claims and suits covered by this indemnification provision, and agrees that any <br />insurance carrier involved shall. not be entitled to subrogation under any <br />circumstances against the City of Paris, Texas, its officers; agents, and employees. <br />C. Nothing herein shall be construed or interpreted as a waiver of the affirmative defenses <br />of sovereign immunity, governmental immunity, or official immunity as provided under <br />Texas law. <br />SECTION XII MISCELLANEOUS <br />Section .12.01 Relation to Articles of Incorporation. These Bylaws are subject to, and <br />governed by, the Articles of Incorporation. <br />Section 12.02 Gender Neutral. References herein to the masculine gender shall also refer to <br />the feminine in all appropriate cases and vice versa. <br />BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION <br />Updated and Approved by the City Council on 4-22-2024, PEDC Board on 3-19-2024 <br />