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limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement <br />and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, <br />may become subject to under any statutory law (including federal or state securities laws) <br />or at common law or otherwise, arising out of or based upon or in any way relating to: <br />(i) the Loan Documents or the execution or amendment thereof <br />or in connection with the transactions contemplated thereby; <br />(ii) Developer's ownership or operation of the Project or any act <br />or omission of the Developer or any of its agents, contractors, servants, employees or <br />licensees in connection with the City/NSP Loan or the Project, the operation of the Project, <br />or the condition, environmental or otherwise, occupancy, use, possession, conduct or <br />management of work done in or about, or from the planning, design, acquisition, <br />installation, operation or rehabilitation of, the Project or any part thereof; <br />(iii) any lien or charge upon payments by the Developer to the <br />City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), <br />assessments, impositions and other charges imposed on the City in respect of any portion <br />of the Project; <br />(iv) any violation of any environmental law, rule or regulation <br />with respect to, or the release of any toxic substance from the Project or any part thereof; <br />(v) any untrue or misleading statement of a material fact by the <br />Developer contained in any Loan Document or any of the documents or instruments <br />relating to said Loan Documents that the City relied upon in making the City/NSP Loan, <br />except to the extent such damages are caused by the gross negligence or willful misconduct <br />of such Indemnified Party. In the event that any action or proceeding is brought against <br />any Indemnified Party with respect to which indemnity may be sought hereunder, the <br />Developer, upon written notice from the Indemnified Party, shall assume the investigation <br />and defense thereof, including the employment and payment for counsel selected by the <br />Indemnified Party, and shall assume the payment of all reasonable expenses related thereto, <br />with frill power to litigate, compromise or settle the same; provided that the Indemnified <br />Party shall have the right to review and approve or disapprove in its reasonable discretion <br />any such compromise or settlement; and, <br />(vi) Notwithstanding anything in this Section 18.2 to the <br />contrary, if judgment is entered against Developer and City by a court of competent <br />jurisdiction because of the concurrent active negligence of City or Indemnified Parties, <br />Developer and City agree that liability will be apportioned as determined by the court. <br />Neither Party shall request a jury apportionment. <br />18.3. Reimbursement of City. Developer shall reimburse City immediately <br />upon written demand for all costs reasonably incurred by City (including the reasonable <br />fees and expenses of attorneys, accountants, appraisers and other consultants, whether the <br />same are independent contractors or employees of City) in connection with the <br />enforcement of the Loan Documents and all related matters including all claims, demands, <br />40 <br />The Crossroads at Washington <br />City NSP Loan Agreement <br />