Common use of Utilities and Contracts Clause in Contracts

Utilities and Contracts. Subject to the terms of this Agreement, Manager shall operate, maintain, repair and otherwise manage the Grocery Store and provide for the furnishing of water, electricity, gas, telephone, vermin extermination, trash removal and other services necessary or advisable for the operation of the Grocery Store, and shall either perform such service or hire and supervise contractors in maintenance, repair or replacement, to be performed in accordance with the Operating Budget. Manager is authorized to make and enter into all such contracts, equipment leases, and agreements as are required in the ordinary course of business (consistent with Manager's Other Grocery Store) for the operation, maintenance, and service of the Grocery Store and to pay the same when due and otherwise fully perform thereunder; however, Manager shall be required to obtain the consent of the UG before entering into any Material Contract not provided for in the Operating Budget, unless the Material Contract is a case of immediate need or emergency. Without limiting Manager's indemnity set forth in Section 6.12 hereof, Manager hereby agrees to pay and indemnify and save the UG and its governing body members, directors, officers, employees and agents harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred by them or by Manager in any action or proceeding brought by reason of any claim, demand, expense, penalty or fine under the contracts described in this Section, but excluding therefrom any such expenses and liabilities arising from the negligent or willful conduct of the UG or its governing body members, directors, officers, employees or agents.