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<br />use of the Facility, the V AMCP agrees to indemnify Santa Ana from any and all <br />such claims whether made by way of civil litigation, arbitration or by the workers' <br />compensation forum except that the V AMCP shall not indemnify Santa Ana for <br />any loss, damage, injury, or claim arising from the willful acts or negligence of <br />Santa Ana, its officers, employees or agents. <br /> <br />II. Either party may terminate this Agreement at anytime, without cause upon 30 days <br />prior written notice. <br /> <br />12. The persons executing this Agreement on behalf of the V AMCP and Santa Ana <br />warrant that (i) they are duly authorized to execute and deliver this Agreement, <br />(ii) formally bound to the provisions of this Agreement, and (iii) the entering into <br />this Agreement does not violate any provisions of any other agreement to which <br />the party is bound. <br /> <br />4 <br />