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Docusign Envelope ID:FECAOD51-A487-4078-961 E-OD56727B95DC
<br /> type damages),personal injuries and property damages,tosses,attorney's fees and costs of
<br /> litigation and other expenses, both known and unknown,present and future, at law or in
<br /> equity by or on behalf of any person, firm or corporation arising from(i)the Developer's
<br /> operation or management of the Project,or from any work or thing done by the Developer
<br /> in the Development Area, or any work or activity of the Developer connected to the
<br /> construction of the Project; (ii) any breach or default on the part of the Developer in the
<br /> performance of any of its obligations, terms, conditions, representations or warranties
<br /> under or in respect of this Agreement; (iii) any act of negligence or willful or wanton
<br /> misconduct of the Developer or any of its agents,contractors,servants or employees related
<br /> to the construction or operation of the Project;(iv)any violation by the Developer of any
<br /> easements,conditions,restrictions,building regulations,zoning ordinances,environmental
<br /> regulations or land use regulations affecting the Development Area or the Project;(v)any
<br /> violation of Applicable Law related to the Project,or(vi)any violation by the Developer
<br /> of state or federal securities law in connection with the offer and sale of interests in the
<br /> Developer,its affiliates or any part of the Project. Subject to the foregoing,the Developer
<br /> agrees to indemnify and save the City harmless from and against all costs and expenses
<br /> incurred in or in connection with any such claim arising as aforesaid or in cotmection with
<br /> any action or proceeding brought thereon. In case any such claim shall be made or action
<br /> brought based upon any such claim in respect of which indemnity may be sought against
<br /> the Developer,upon receipt of notice in writing from the City setting forth the particulars
<br /> of such claim or action, the Developer shall assume the defense thereof including the
<br /> employment of counsel and the payment of all costs and expenses, provided that City
<br /> tenders defense of any claim made against City Vyhieh is subi&t to DeNeloper`s,indenuiit�
<br /> to DO clol,er in sufficient time to avoid prejudice to Developer for handling by counsel of
<br /> De\cloper's selection and reasonably acceptable to C rtv. The City shall have the right to
<br /> employ separate counsel in any such action and to participate in the defense thereof, but
<br /> the fees and expenses of such counsel shall be at the expense of the City. It is agreed and
<br /> understood that the aforesaid indemnities in this Article shall be binding on the Developer
<br /> only for such period as the Developer maintains a direct interest in the Project or
<br /> Development Area or part thereof(excluding, for example, an interest therein solely as a
<br /> creditor or mortgagee), and only with respect to such direct interest in the Project or
<br /> Development Area or part thereof. Provided,notwithstanding the foregoing,the Developer
<br /> shall not be liable to indemnify and hold the City harmless from any portion of any such
<br /> loss, liability,cost or expense which results from the negligence or willful misconduct of
<br /> the City,its officials,agents,or employees or the acts of any unrelated third party.
<br /> 6.2 City Indemnification of the Developer.
<br /> To the extent not prohibited by law,the City,so long as the Developer maintains a direct
<br /> interest in the Project or Development Area or any part thereof(excluding,for example,an
<br /> interest therein solely as a creditor or mortgagee),shall indemnify and hold harmless the
<br /> Developer and its directors, officers, employees and agents from any and all claims,
<br /> damages(excluding consequential,punitive,special and similar type damages),costs,and
<br />
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