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c. The suspension, termination, interruption, denial, or non-renewal of any permit or
<br />approval essential to the operation of the either Party if it is not the result of willful misconduct or
<br />negligent action or inaction of the Party relying thereon.
<br />10.2 Notice; Suspension of Obligations. By reason of Force Majeure, if any Party shall be rendered
<br />partially or wholly unable to carry out its obligations under this Agreement, other than an obligation
<br />to make payment, then such Party shall give notice in writing of such Force Majeure to the other
<br />Party within a reasonable time after occurrence of the event or cause relied on, so far as it is
<br />affected by such Force Majeure. Such Party shall endeavor to remove or overcome such inability
<br />with all commercially reasonable dispatch; and until such inability has been removed, no Party shall
<br />be deemed to be in Default. Upon the cessation of Force Majeure, the Party affected thereby shall
<br />notify the other Party of such fact, and use its commercially reasonable efforts to resume normal
<br />performance of its obligations under this Agreement as soon as possible.
<br />ARTICLE 11
<br />Ownership, Liability, Indemnification, and Insurance
<br />11.1 No Joint Ownership. No provision of this Agreement shall be construed to create any type of joint
<br />or equity ownership of any property, any partnership or joint venture, nor shall same create any
<br />other rights or liabilities, and Daisy Farms' payments (whether past, present, or future) shall not be
<br />construed as granting Daisy Farms ownership of, prepaid capacity in, or equity in the Paris Raw
<br />Water System or Paris Treated Water System.
<br />11.2 Reuse of Return Flows. Daisy Farms agrees that Paris may use Return Flows. Daisy Farms also
<br />agrees that Paris, not Daisy Farms, is authorized to apply to the TCEQ to indirectly reuse any Return
<br />Flows. Daisy Farms shall receive no compensation, credit, or offset for Paris' subsequent use and
<br />reuse of Return Flows.
<br />11.3 Responsibility for Damages for Water. Paris shall be the owner of and responsible for the Treated
<br />Water only to the Delivery Point(s). After the Treated Water has passed through the Delivery
<br />Point(s), it becomes the property and responsibility of Daisy Farms. Unless otherwise provided in
<br />this Agreement, responsibility for damages arising from the improper treatment, transportation, and
<br />delivery of all Treated Water provided under this Agreement shall remain with Paris to the Delivery
<br />Point(s). Upon passing through the Delivery Point(s), liability for all damages arising from
<br />improper transportation and delivery of the Treated Water after it leaves the Paris Treated Water
<br />System shall pass to Daisy Farms. Paris shall be responsible for providing to Daisy Farms at the
<br />Delivery Point(s) potable water meeting the minimum quality requirements for human consumption
<br />as prescribed from time to time by the TCEQ or appropriate governing agency.
<br />11.4 Indemnity. By signing this Agreement, Daisy Farms agrees on behalf of itself and its successors
<br />and assigns that it will, to the fullest extent permitted by law, defend, protect, indemnify and hold
<br />harmless Paris and Paris' officers, directors, employees, agents, elected officials, and consultants
<br />from and against all damages, liabilities or costs, including reasonable attorneys fees and defense
<br />costs, to the extent caused by Daisy Farms' negligent acts or omissions under this or incident to this
<br />Agreement. By signing this Agreement, Paris agrees on behalf of itself and its successors and
<br />assign that it will, to the fullest extent permitted by law, defend, protect, indemnify and hold
<br />harmless Daisy Farms and Daisy Farms' officers, directors, employees, agents, and consultants from
<br />and against all damages, liabilities or costs, including reasonable attorneys fees and defense costs, to
<br />the extent caused by Paris' negligent acts or omissions under, or incident to, this Agreement.
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