Common use of Indemnification of the District Clause in Contracts

Indemnification of the District. The Company and each Affiliated Person shall: (i) defend, indemnify and hold harmless the District, its officers, employees, agents, attorneys, consultants and independent contractors from and against all Liabilities, special, incidental, consequential, punitive and all other damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and witness fees) arising out of or in connection with: (a) the construction, operation, maintenance, repair, upgrade, enhancement, rebuild or removal of, or any other action or event with respect to, the System or any Service Related Activity or (b) the distribution of any Service over the System, except as provided in Section 12.1.07 hereof and (ii) cooperate with the District, by providing, at no charge to the District, such nonfinancial assistance as may be requested by the District, in connection with any claim arising out of or in connection with the selection of the franchisee for, or the negotiation or award of, this Agreement. In any action in which the Company defends the District, the Company shall consult with the District prior to proposing, accepting or rejecting a settlement and prior to filing any pleading which might estop the District with respect to any question of fact or law. The District shall have the right, at its option, with regard to Liabilities subject to indemnification under this Section 12.1.06, to participate in its own defense by engaging, at its own expense, its own attorneys, experts and consultants. In the event the District and the Company disagree about whether to settle a case for which the Company must indemnify the District under this Section 12.1.06, the issue shall be referred to the Executive Director, the Corporation Counsel and the Company’s General Manager (or a person in an equivalent or higher position) for resolution. The Company shall not be required to indemnify the District for settlements entered into by the District without the Company’s prior knowledge and consent.

Indemnification of the District. The Company and each Affiliated Person shall: (i) defend, indemnify and hold harmless the District, its officers, employees, agents, attorneys, consultants and independent contractors from and against all Liabilities, special, incidental, consequential, punitive and all other damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and witness fees) arising out of or in connection with: (a) the construction, operation, maintenance, repair, upgrade, enhancement, rebuild or removal of, or any other action or event with respect to, the System or any Service Related Activity or (b) the distribution of any Service over the System, except as provided in Section 12.1.07 11.1.7 hereof and (ii) cooperate with the District, by providing, at no charge to the District, such nonfinancial assistance as may be requested by the District, in connection with any claim arising out of or in connection with the selection of the franchisee for, or the negotiation or award of, this Agreement. In any action in which the Company defends the District, the Company shall consult with the District prior to proposing, accepting or rejecting a settlement and prior to filing any pleading which might estop the District with respect to any question of fact or law. The District shall have the right, at its option, with regard to Liabilities subject to indemnification under this Section 12.1.0611.1.6, to participate in its own defense by engaging, at its own expense, its own attorneys, experts and consultants. In the event the District and the Company disagree about whether to settle a case for which the Company must indemnify the District under this Section 12.1.0611.1.6, the issue shall be referred to the Executive Director, the Corporation Counsel Attorney General and the Company’s General Manager (or a person in an equivalent or higher position) for resolution. The Company shall not be required to indemnify the District for settlements entered into by the District without the Company’s prior knowledge and consent. The Company shall, at its own cost and expense, replace, repair or restore any damaged property to its prior condition and shall pay compensation in the event of any personal injury, death or property damage occasioned by any act or failure to act of the Company, any Affiliated Person, or any officer, employee, agent or subcontractor of either the Company or any Affiliated Person in connection with the construction, operation, maintenance, repair, upgrade, enhancement or removal of the System. Nothing in this Section 11.1.6 is intended to permit third parties to file claims to enforce this Section 11.1.6; rather, the parties intend that only the District may take action to enforce this Section 11.1.6.