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notice to the other party; provided, however, and in accordance with <br />Ind. Code 6-1.1-18, if the City makes a written determination that <br />funds are not appropriated or are otherwise unavailable to support <br />the continuation of this Agreement, it shall be cancelled. A <br />determination by the City that funds are not appropriated or are <br />otherwise unavailable to support the continuation of performance <br />shall be final and conclusive. In the event this Agreement is <br />cancelled due to non -appropriation of funds, all files, work, and <br />communication will be directed to the Client on or before the <br />effective date of cancellation, the timing of and procedure for <br />which shall be further agreed upon by the parties, and the <br />Administrator shall not be responsible to perform any further duties <br />for the Client after such date. <br />Section 12. Indemnification <br />. Each party, and for its <br />employees, officers, directors, agents, administrators, and <br />stockholders (collectively, the "Indemnifying Party"), shall <br />indemnify and hold harmless the other party and its employees, <br />officers, directors, agents, administrators, and stockholders <br />(collectively, the "Indemnified Party") from and against any and <br />all losses, damages, liabilities, deficiencies, claims, actions, <br />judgments, settlements, interest, awards, penalties, fines, costs, <br />or expenses of whatever kind, including reasonable attorneys, fees <br />(collectively, "Damages"), that are incurred by or awarded against <br />12 <br />