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operation of the Project or any activities conducted at on, under or from the Property or any
<br />adjacent or nearby real property, or resulting from seepage, leakage, or other transmission of
<br />Hazardous Substances from other real property to the Property, whether or not caused by a Party
<br />or whether occurring before or after the Close of Escrow.
<br />2.1.50 "Hotel Anniversary Date" means the annual anniversary of the date that the
<br />Hotel had the first guest completed the first overnight stay for compensation in the Hotel.
<br />2.1.51 "Hotel Project" means the development of the hotel containing seventy-five
<br />(75) rooms, on the Property, including eighty-three (83) parking spaces which includes forty-two
<br />(42) stacking parking spaces, all required or associated on -site and off -site improvements, all
<br />hardscape and all landscaping, all as specifically described in Exhibit "P" attached hereto and
<br />incorporated herein by reference, and all to be developed in accordance with the terms and
<br />conditions of this Agreement, plans and specifications approved by the City and any conditions
<br />imposed by the City in its approval of the Developer's development application(s) related to the
<br />Hotel Project.
<br />2.1.52 "Indemnify' means, where this Agreement states that any Indemnitor shall
<br />"indemnify" any Indemnitee from, against, or for a particular matter, that the Indemnitor shall
<br />indemnify the Indemnitee and defend and hold the hndemnitee harmless from and against any and
<br />all loss, cost, claims, liability, penalties, judgments, damages, and other injury, detriment, or
<br />expense (including Legal Costs, interest and penalties) that the hidemnitee suffers or incurs: (a)
<br />from, as a result of, or on account of the particular matter; or (b) in enforcing the Indemnitor's
<br />indemnity obligation. "Indemnified" shall have the correlative meaning.
<br />2.1.53 "Indemnitee" means any Person entitled to be Indemnified under the terms
<br />of this Agreement.
<br />2.1.54 "Indemnitor" means a Party that agrees to Indemnify any other Person.
<br />2.1.55 "Insurance Documents" means certified copies of insurance policies,
<br />original certificates of insurance or endorsements evidencing all insurance coverage required to be
<br />obtained by the Developer, pursuant to Section 5.9.
<br />2.1.56 "Law" means all laws, ordinances, requirements, orders, proclamations,
<br />directives, rules, and regulations of any Government applicable to the Property or the Project, in
<br />any way, including any development, use, maintenance, taxation, operation, or occupancy of, or
<br />environmental conditions affecting the Property or the Project, or relating to any taxes, or
<br />otherwise relating to this Agreement or any Party's rights or remedies under this Agreement, or
<br />any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted, or
<br />imposed at some later time, subject in all cases, however, to any applicable waiver, variance, or
<br />exemption.
<br />2.1.57 "Legal Costs" of any Person means all reasonable costs and expenses such
<br />Person incurs in any legal proceeding (or other matter for which such Person is entitled to be
<br />reimbursed for its Legal Costs), including reasonable attorneys' fees, court costs and expenses and
<br />consultant and expert witness fees.
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