Common use of Lien Indemnification Clause in Contracts

Lien Indemnification. Should Subconsultants or any other Person acting through or under Architect or its Subconsultants file a lien or other encumbrance against all or any portion of the Work, the Site, the New Stadium or the Project, Architect shall, at its sole cost and expense, remove and discharge, by payment, bond or otherwise, such lien and encumbrance within ten (10) days of the filing of such lien or encumbrance. If Architect fails to remove and discharge any such lien or encumbrance within such ten (10) day period, then Developer or Owner may, in their sole discretion, take any one or more of the following actions: 12.4.1 remove and discharge such lien and encumbrance using whatever means that Developer, in its sole discretion, deems appropriate, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbrance. In such circumstance, Architect shall be liable to Developer and Owner for all Damages (including settlement payments) incurred by Developer or Owner arising out of or relating to such removal and discharge. All such Damages shall be paid by Architect no later than thirty (30) Days after receipt of each invoice from Developer; Notwithstanding the foregoing and for purposes of clarification, the Parties acknowledge and agree that neither Architect, Developer nor any other Person shall have the authority to settle any matters on behalf 12.4.2 seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Developer and Owner shall be entitled to such specific performance and that Architect shall be liable to Developer and Owner for all Damages incurred by Developer or Owner arising out of or relating to such specific performance action. Architect agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Developer, Owner and Developer’s Affiliates, and further, that Developer, Owner and such Developer Affiliates will not be adequately compensated by damages; or 12.4.3 subject at all times to the Owner's Legal Representation Rights, conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.5, without regard to Architect’s rights under such section.

Lien Indemnification. Should Subconsultants any Subcontractor or Sub-subcontractor or any other Person acting through or under Architect Contractor or its Subconsultants any Subcontractor or Sub-subcontractor file a lien or other encumbrance against all or any portion of the Work, the Site, the New Stadium Facility or the ProjectTrain 3 Liquefaction Facility, Architect Contractor shall, at its sole cost and expense, remove and or discharge, by payment, bond or otherwise, such lien and or encumbrance within ten [***] (10[***]) days Days after Contractor’s receipt of written notice from Owner notifying Contractor; provided that, Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the filing terms of such lien or encumbrancethis Agreement. If Architect Contractor fails to remove and discharge any such lien or encumbrance within such ten [***] (10[***]) day Day period, then Developer or Owner may, in their its sole discretiondiscretion and in addition to any other rights that it has under this Agreement, at law or equity, take any one or more of the following actions: 12.4.1 remove and discharge such lien and encumbrance using whatever means that DeveloperA. REMOVE AND DISCHARGE SUCH LIEN AND ENCUMBRANCE USING WHATEVER MEANS THAT OWNER, in its sole discretionIN ITS SOLE DISCRETION, deems appropriateDEEMS APPROPRIATE, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbranceINCLUDING THE PAYMENT OF SETTLEMENT AMOUNTS THAT IT DETERMINES IN ITS SOLE DISCRETION AS BEING NECESSARY TO DISCHARGE SUCH LIEN OR ENCUMBRANCE. In such circumstanceIN SUCH CIRCUMSTANCE, Architect shall be liable to Developer and Owner for all Damages CONTRACTOR SHALL BE LIABLE TO OWNER FOR ALL DAMAGES, COSTS, LOSSES AND EXPENSES (including settlement paymentsINCLUDING ALL ATTORNEYS’ FEES AND LITIGATION OR ARBITRATION EXPENSES, AND SETTLEMENT PAYMENTS) incurred by Developer or Owner arising out of or relating to such removal and dischargeINCURRED BY OWNER ARISING OUT OF OR RELATING TO SUCH REMOVAL AND DISCHARGE. All such Damages shall be paid by Architect no later than thirty ALL SUCH DAMAGES, COSTS, LOSSES AND EXPENSES SHALL BE PAID BY CONTRACTOR NO LATER THAN [***] (30[***]) Days after receipt of each invoice from DeveloperDAYS AFTER RECEIPT OF EACH INVOICE FROM OWNER; B. SEEK AND OBTAIN AN ORDER GRANTING SPECIFIC PERFORMANCE FROM A COURT OF COMPETENT JURISDICTION, REQUIRING THAT CONTRACTOR IMMEDIATELY DISCHARGE AND REMOVE, BY BOND, PAYMENT OR OTHERWISE, SUCH LIEN OR ENCUMBRANCE. THE PARTIES EXPRESSLY AGREE THAT OWNER SHALL BE ENTITLED TO SUCH SPECIFIC PERFORMANCE AND THAT CONTRACTOR SHALL BE LIABLE TO OWNER FOR ALL DAMAGES, COSTS, LOSSES AND EXPENSES (INCLUDING ALL ATTORNEYS’ FEES, CONSULTANT FEES AND LITIGATION OR ARBITRATION EXPENSES) INCURRED BY OWNER ARISING OUT OF OR RELATING TO SUCH SPECIFIC PERFORMANCE ACTION. CONTRACTOR AGREES THAT THE FAILURE TO DISCHARGE AND REMOVE ANY SUCH LIEN OR ENCUMBRANCE WILL GIVE RISE TO IRREPARABLE INJURY TO OWNER AND OWNER’S AFFILIATES, AND FURTHER, THAT OWNER AND SUCH OWNER AFFILIATES WILL NOT BE ADEQUATELY COMPENSATED BY DAMAGES; Notwithstanding the foregoing and for purposes of clarificationOR C. CONDUCT THE DEFENSE OF ANY ACTION IN RESPECT OF (AND ANY COUNTERCLAIMS RELATED TO) SUCH LIENS OR ENCUMBRANCES AS SET FORTH IN SECTION 17.7 BELOW, the Parties acknowledge and agree that neither Architect, Developer nor any other Person shall have the authority to settle any matters on behalf 12.4.2 seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Developer and Owner shall be entitled to such specific performance and that Architect shall be liable to Developer and Owner for all Damages incurred by Developer or Owner arising out of or relating to such specific performance action. Architect agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Developer, Owner and Developer’s Affiliates, and further, that Developer, Owner and such Developer Affiliates will not be adequately compensated by damages; or 12.4.3 subject at all times to the Owner's Legal Representation Rights, conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.5, without regard to Architect’s rights under such sectionWITHOUT REGARD TO CONTRACTOR’S RIGHTS UNDER SUCH SECTION.

Lien Indemnification. Should Subconsultants any Subcontractor or Sub-subcontractor or any other Person acting through or under Architect Contractor or its Subconsultants any Subcontractor or Sub-subcontractor file a lien or other encumbrance against all or any portion of the Work, the Site, the New Stadium Site or the Project, Architect excluding liens resulting from Owner’s failure to make undisputed payments to Contractor that are due and payable and for which Owner does not have a right to withhold in accordance with Section 7.11, Contractor shall, at its sole cost and expense, remove and discharge, by payment, bond or otherwise, such lien and or encumbrance within ten (10) days Days of the filing of such lien or encumbrance. If Architect Contractor fails to remove and discharge any such lien or encumbrance within such ten (10) day Day period, then Developer or Owner may, in their its sole discretiondiscretion and in addition to any other rights that it has under this Agreement, at law or equity, take any one or more of the following actions: 12.4.1 remove 17.5.1. Remove and discharge such lien and encumbrance using whatever means that DeveloperOwner, in its sole discretion, deems appropriate, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbrance. In such circumstance, Architect Contractor shall be liable to Developer and Owner for all Damages damages, costs, losses and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses, and settlement payments) incurred by Developer or Owner arising out of or relating to such removal and discharge. All such Damages damages, costs, losses and expenses shall be paid by Architect Contractor no later than thirty (30) Days after receipt of each invoice from Developer; Notwithstanding the foregoing and for purposes of clarification, the Parties acknowledge and agree that neither Architect, Developer nor any other Person shall have the authority to settle any matters on behalfOwner; 12.4.2 seek 17.5.2. Seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect Contractor immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Developer and Owner shall be entitled to such specific performance and that Architect Contractor shall be liable to Developer and Owner for all Damages damages, costs, losses and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses) incurred by Developer or Owner arising out of or relating to such specific performance action. Architect Contractor agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Developer, Owner and DeveloperOwner’s Affiliates, and further, that Developer, Owner and such Developer Owner Affiliates will not be adequately compensated by damages; or 12.4.3 subject at all times to the Owner's Legal Representation Rights, conduct 17.5.3. Conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.517.6, without regard to ArchitectContractor’s rights under such sectionSection, and all damages, costs and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses, settlement payments and judgments) so incurred by Owner in that event shall be reimbursed by Contractor, together with interest on same from the date any such cost and expense was paid by Owner until reimbursed by Contractor at the interest rate set forth in Section 7.12.

Lien Indemnification. Should Subconsultants any Subcontractor or Sub-subcontractor or any other Person acting through or under Architect Contractor or its Subconsultants any Subcontractor or Sub-subcontractor file a lien or other encumbrance against all or any portion of the Work, the Project Site, the New Stadium Train 4 Facility or the ProjectPhase 1 Facilities, Architect Contractor shall, at its sole cost and expense, remove and or discharge, by payment, bond or otherwise, such lien and or encumbrance within ten [***] (10[***]) days Days after Contractor’s receipt of written notice from Owner notifying Contractor; provided that, Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the filing terms of such lien or encumbrancethis Agreement. If Architect Contractor fails to remove and discharge any such lien or encumbrance within such ten [***] (10[***]) day Day period, then Developer or Owner may, in their its sole discretiondiscretion and in addition to any other rights that it has under this Agreement, at law or equity, take any one or more of the following actions: 12.4.1 A. remove and discharge such lien and encumbrance using whatever means that DeveloperOwner, in its sole discretion, deems appropriate, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbrance. In such circumstance, Architect Contractor shall be liable to Developer and Owner for all Damages damages, costs, losses and expenses (including all attorneys’ fees and litigation or arbitration expenses, and settlement payments) incurred by Developer or Owner arising out of or relating to such removal and discharge. All such Damages damages, costs, losses and expenses shall be paid by Architect Contractor no later than thirty [***] (30[***]) Days after receipt of each invoice from Developer; Notwithstanding the foregoing and for purposes of clarification, the Parties acknowledge and agree that neither Architect, Developer nor any other Person shall have the authority to settle any matters on behalfOwner; 12.4.2 B. seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect Contractor immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Developer and Owner shall be entitled to such specific performance and that Architect Contractor shall be liable to Developer and Owner for all Damages damages, costs, losses and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses) incurred by Developer or Owner arising out of or relating to such specific performance action. Architect Contractor agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Developer, Owner and DeveloperOwner’s Affiliates, and further, that Developer, Owner and such Developer Owner Affiliates will not be adequately compensated by damages; or 12.4.3 subject at all times to the Owner's Legal Representation Rights, C. conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.517.7 below, without regard to ArchitectContractor’s rights under such sectionSection.

Lien Indemnification. Should Subconsultants any Subcontractor or Sub-subcontractor or any other Person acting through or under Architect Contractor or its Subconsultants any Subcontractor or Sub-subcontractor file a lien or other encumbrance against all or any portion of the Work, the Site, the New Stadium Site or the Project, Architect excluding liens resulting from Owner’s failure to make undisputed payments to Contractor that are due and payable and for which Owner does not have a right to withhold in accordance with Section 7.11, Contractor shall, at its sole cost and expense, remove and discharge, by payment, bond or otherwise, such lien and or encumbrance within ten (10) days Days of the filing of such lien or encumbrance. If Architect Contractor fails to remove and discharge any such lien or encumbrance within such ten (10) day Day period, then Developer or Owner may, in their its sole discretiondiscretion and in addition to any other rights that it has under this Agreement, take any one or more of the following actions: 12.4.1 remove 17.5.1. Remove and discharge such lien and encumbrance using whatever means that DeveloperOwner, in its sole discretion, deems appropriate, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbrance. In such circumstance, Architect Contractor shall be liable to Developer and Owner for all Damages direct damages, costs, losses and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses, and settlement payments) incurred by Developer or Owner arising out of or relating to such removal and discharge. All such Damages direct damages, costs, losses and expenses shall be paid by Architect Contractor no later than thirty (30) Days after receipt of each invoice from Developer; Notwithstanding the foregoing and for purposes of clarification, the Parties acknowledge and agree that neither Architect, Developer nor any other Person shall have the authority to settle any matters on behalfOwner; 12.4.2 seek 17.5.2. Seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect Contractor immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Developer and Owner shall be entitled to such specific performance and that Architect Contractor shall be liable to Developer and Owner for all Damages damages, costs, losses and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses) incurred by Developer or Owner arising out of or relating to such specific performance action. Architect Contractor agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Developer, Owner and DeveloperOwner’s Affiliates, and further, that Developer, Owner and such Developer Owner Affiliates will not be adequately compensated by damages; or 12.4.3 subject at all times to the Owner's Legal Representation Rights, conduct 17.5.3. Conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.517.6, without regard to ArchitectContractor’s rights under such sectionSection, and all direct damages, costs and expenses (including all attorneys’ fees, consultant fees and litigation or arbitration expenses, settlement payments and judgments) so incurred by Owner in that event shall be reimbursed by Contractor, together with interest on same from the date any such cost and expense was paid by Owner until reimbursed by Contractor at the interest rate set forth in Section 7.12.

Lien Indemnification. Should Subconsultants any Subcontractor or Sub-subcontractor or any other Person acting through or under Architect Contractor or its Subconsultants any Subcontractor or Sub-subcontractor file a lien or other encumbrance against all or any portion of the Work, the Site, the New Stadium Train 3 Liquefaction Facility or the ProjectTrains 1 and 2 Liquefaction Facility, Architect Contractor shall, at its sole cost and expense, remove and or discharge, by payment, bond or otherwise, such lien and or encumbrance within ten [***] (10[***]) days Days after Contractor’s receipt of written notice from Owner notifying Contractor; provided that, Owner has made payment to Contractor of all undisputed amounts owed to Contractor in accordance with the filing terms of such lien or encumbrancethis Agreement. If Architect Contractor fails to remove and discharge any such lien or encumbrance within such ten [***] (10[***]) day Day period, then Developer or Owner may, in their its sole discretiondiscretion and in addition to any other rights that it has under this Agreement, at law or equity, take any one or more of the following actions: 12.4.1 remove and discharge such lien and encumbrance using whatever means that DeveloperA. REMOVE AND DISCHARGE SUCH LIEN AND ENCUMBRANCE USING WHATEVER MEANS THAT OWNER, in its sole discretionIN ITS SOLE DISCRETION, deems appropriateDEEMS APPROPRIATE, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbranceINCLUDING THE PAYMENT OF SETTLEMENT AMOUNTS THAT IT DETERMINES IN ITS SOLE DISCRETION AS BEING NECESSARY TO DISCHARGE SUCH LIEN OR ENCUMBRANCE. In such circumstanceIN SUCH CIRCUMSTANCE, Architect shall be liable to Developer and Owner for all Damages CONTRACTOR SHALL BE LIABLE TO OWNER FOR ALL DAMAGES, COSTS, LOSSES AND EXPENSES (including settlement paymentsINCLUDING ALL ATTORNEYS’ FEES AND LITIGATION OR ARBITRATION EXPENSES, AND SETTLEMENT PAYMENTS) incurred by Developer or Owner arising out of or relating to such removal and dischargeINCURRED BY OWNER ARISING OUT OF OR RELATING TO SUCH REMOVAL AND DISCHARGE. All such Damages shall be paid by Architect no later than thirty ALL SUCH DAMAGES, COSTS, LOSSES AND EXPENSES SHALL BE PAID BY CONTRACTOR NO LATER THAN [***] (30[***]) Days after receipt of each invoice from DeveloperDAYS AFTER RECEIPT OF EACH INVOICE FROM OWNER; B. SEEK AND OBTAIN AN ORDER GRANTING SPECIFIC PERFORMANCE FROM A COURT OF COMPETENT JURISDICTION, REQUIRING THAT CONTRACTOR IMMEDIATELY DISCHARGE AND REMOVE, BY BOND, PAYMENT OR OTHERWISE, SUCH LIEN OR ENCUMBRANCE. THE PARTIES EXPRESSLY AGREE THAT OWNER SHALL BE ENTITLED TO SUCH SPECIFIC PERFORMANCE AND THAT CONTRACTOR SHALL BE LIABLE TO OWNER FOR ALL DAMAGES, COSTS, LOSSES AND EXPENSES (INCLUDING ALL ATTORNEYS’ FEES, CONSULTANT FEES AND LITIGATION OR ARBITRATION EXPENSES) INCURRED BY OWNER ARISING OUT OF OR RELATING TO SUCH SPECIFIC PERFORMANCE ACTION. CONTRACTOR AGREES THAT THE FAILURE TO DISCHARGE AND REMOVE ANY SUCH LIEN OR ENCUMBRANCE WILL GIVE RISE TO IRREPARABLE INJURY TO OWNER AND OWNER’S AFFILIATES, AND FURTHER, THAT OWNER AND SUCH OWNER AFFILIATES WILL NOT BE ADEQUATELY COMPENSATED BY DAMAGES; Notwithstanding the foregoing and for purposes of clarificationOR C. CONDUCT THE DEFENSE OF ANY ACTION IN RESPECT OF (AND ANY COUNTERCLAIMS RELATED TO) SUCH LIENS OR ENCUMBRANCES AS SET FORTH IN SECTION 17.7 BELOW, the Parties acknowledge and agree that neither Architect, Developer nor any other Person shall have the authority to settle any matters on behalf 12.4.2 seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Developer and Owner shall be entitled to such specific performance and that Architect shall be liable to Developer and Owner for all Damages incurred by Developer or Owner arising out of or relating to such specific performance action. Architect agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Developer, Owner and Developer’s Affiliates, and further, that Developer, Owner and such Developer Affiliates will not be adequately compensated by damages; or 12.4.3 subject at all times to the Owner's Legal Representation Rights, conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.5, without regard to Architect’s rights under such sectionWITHOUT REGARD TO CONTRACTOR’S RIGHTS UNDER SUCH SECTION.