Common use of Indemnity Agreement Clause in Contracts

Indemnity Agreement. Manager shall Indemnify the City Parties against any and all Claims arising from, connected with, caused, or claimed to be caused, by this Agreement, City disbursement of Assessments or SBEP grant funds to Manager under this Agreement, Manager expenditure of such funds, Manager accounting for receipt or expenditure of such funds, or by one or more acts or omissions of the Manager Parties in performing this Agreement, and all expenses of investigating and defending against any and all such Claims, including Legal Costs. However, Manager’s duty to Indemnify the City Parties shall not include any Claim arising from the established sole negligence or willful misconduct of the City Parties. City may, in its sole and absolute discretion, conduct its own defense, or participate in its own defense, of any Claim subject to this Section 18. If City elects to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any Claim subject to this Section 18, Manager shall pay City for all Legal Costs related to such defense. Manager shall pay City any and all costs, including Legal Costs, City incurs enforcing the provisions of this Section 18. The provisions of this Section 18 are not limited by the insurance requirements of Section 8.

Appears in 7 contracts

Samples: Business Improvement District Management Agreement, Business Improvement District Management Agreement, Business Improvement District Management Agreement

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Indemnity Agreement. Manager shall Indemnify the City Parties against any and all Claims arising from, connected with, caused, or claimed to be caused, by this Agreement, City disbursement of Assessments or SBEP grant funds to Manager under this Agreement, Manager expenditure of such funds, Manager accounting for receipt or expenditure of such funds, or by one or more acts or omissions of the Manager Parties in performing perf01ming this Agreement, and all expenses of investigating and defending against any and all such Claims, including Legal Costs. However, Manager’s ' s duty to Indemnify the City Parties shall not include any Claim arising from the established sole negligence or willful misconduct of the City PartiesParties . City may, in its sole and absolute discretion, conduct its own defense, or participate in its own defense, of any Claim subject to this Section 18. If City elects to conduct its own o,:V n defense, participate in its own defensedefense , or obtain independent legal counsel in defense of any Claim subject to this Section 18, Manager shall pay - City for all Legal Costs related to such defense. Manager shall pay City any and all costs, including Legal Costs, City incurs enforcing the provisions of this Section 18. The provisions of this Section 18 are not limited by the insurance requirements of Section 8.

Appears in 1 contract

Samples: Business Improvement District Management Agreement

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