CC PACKET 05301989 - Laserfiche WebLink

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• St . Anthony, Minnesota (the "City" ) and their respective officers , employees and agents for any loss , damages , and expenses ( including attorneys ' fees) in connection with any claim or proceedings arising from damages, or injuries received or sustained by any person or property by reason of any actions or omissions of Redeveloper or its contractors, agents, officers or employees under the Redevelopment Agreement, other than claims or proceedings arising from any negligent or unlawful acts or omissions of the HRA, the City or their contractors, agents, officers or employees , and from any loss, damages and expenses (including attorneys ' fees) that may be occasioned by any claims or proceedings brought by the initial owner of the Note or by any person to whom the Note is transferred by such initial owner, pertaining to the issuance, sale and delivery of the Note and performance by the HRA of its obligations under the Note Resolution, as defined in the Redevelopment Agreement (other than any claims or proceedings relating to the establishment of the Redevelopment Plan, Project or Tax Increment District by the HRA or authority of the HRA to execute the Redevelopment Agreement or the Note or to perform thereunder) . Promptly after receipt by the HRA or . City of notice of the commencement of any action in respect of which indemnity may be sought against the Indemnitors under this Section 1, such person will notify -the Indemnitors in writing of the commencement thereof, and, subject to the • provisions hereinafter stated, the Indemnitors shall assume the defense of such action ( including the employment of counsel, who shall be counsel satisfactory to the HRA or City, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Indemnitors . The HRA or the City shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnitors unless the employment of such counsel has been specifically authorized by the Indemnitors . The Indemnitors shall not be liable to indemnify any person for any settlement of any such action effected without its consent . The omission to notify the Indemnitors as herein provided will not relieve it from any .liability which it may have to any indemnified party pursuant hereto, otherwise than under this section. 2 . Indemnitors hereby waive any and all legal requirements that HRA, or its successors or assigns, must institute any action or proceeding at law or in equity or exhaust their rights, remedies and recourses against the Redeveloper or anyone else with respect to the Redevelopment Agreement, as a condition precedent to bringing an action against Indemnitors upon this Indemnity Agreement . Indemnitors -2-