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(b)three(3)business days after deposit in the U.S. Mail, (c)the first business day after deposit with <br /> an overnight courier, or (d) if provided by e-mail, on the same day, if delivered on a business day <br /> during business hours,and on the following business day if otherwise,provided that the sender does <br /> not receive any notice of failure of delivery(i.e., an automatic response). <br /> To Developer: To City: <br /> Robinson Outdoor, LLC City of Decatur <br /> Attn: Delbert Riehn Attn: City Manager <br /> 50 Robinson Industrial Drive 1 Gary K. Anderson Plaza <br /> Perryville, MO 63775 Decatur, Illinois 62523 <br /> 6. INDEMNITY. To the fullest extent allowed by applicable law, each party (the "Indemnifying <br /> Party") hereto hereby agrees to indemnify, defend and hold the other party, its affiliates and their <br /> respective, managers, members, officers, directors, employees and agents (collectively, the <br /> "Indemnified Parties"), harmless from and against any and all claims, losses, costs, damages, <br /> liabilities, or expenses(including,without limitation,reasonable attorneys' fees) ("Claims")arising <br /> from or in relation to the gross negligence or willful misconduct of the Indemnifying Party (or any <br /> person acting at its direction or on its behalf), except to the extent such Claims are a result of the <br /> action, inaction, gross negligence or willful misconduct of any of the Indemnified Parties. The <br /> obligations of this Section 5 shall survive the expiration, termination or completion of this <br /> Agreement. <br /> 7. REPRESENTATION AND WARRANTIES. <br /> 7.1. Of the Developer. Developer represents and warrants that (i) Developer is a Missouri <br /> limited liability company duly organized, validly existing and in good standing under the <br /> laws of the State of Missouri (ii) Developer has the full and complete right, power and <br /> authority to enter into this Agreement and to perform its duties and obligations under this <br /> Agreement in accordance with the terms and conditions hereof; and (iii) the individual <br /> executing this Agreement on behalf of Developer is duly authorized and empowered to do <br /> so and by such execution,binds Developer under this Agreement. <br /> 7.2. Of the City. The City represents and warrants that(i)the City is a validly existing municipal <br /> corporation; (ii) the City has the full and complete right, power and authority to enter into <br /> this Agreement and to perform its duties and obligations under this Agreement in accordance <br /> with the terms and conditions hereof; and (iii) the individual executing this Agreement on <br /> behalf of the City is duly authorized and empowered to do so and by such execution, binds <br /> the City under this Agreement. <br /> 8. MISCELLANEOUS. This Agreement embodies the entire understanding of the parties with <br /> respect to the subject matter hereof and shall be binding upon and inure to the parties,their respective <br /> successors and assigns. The terms hereof shall not be construed in favor of or against either party, <br /> but shall be construed as if jointly prepared by the parties, it being understood and agreed that each <br /> party hereto had sufficient opportunity to participate in the drafting of this Agreement and to seek <br /> legal advice in relation hereto. If any provisions of this Agreement shall be held to be void or <br />