BY DOT Clause Samples

BY DOT. DOT shall indemnify, hold harmless and defend Gran Central and all of its officers, agents and employees, from and against any and all losses, claims or suits (including costs and attorney's fees, whether at the trial level or on appeal) arising directly or indirectly as a result of (i) breach of this Agreement (ii) caused by, resulting from, growing out of, or incident to the Interchange, occasioned by the acts or omissions of DOT or any of its agents or (iii) resulting from, growing out of or incident to the design of the Interchange in accordance with DOT specifications. Gran Central reserves the right, in the event it so elects to participate in any litigation caused by, resulting from, incident to, or arising out of the performance of the Interchange and for which indemnity is provided pursuant to this Section 9.5.2 but such participation shall not excuse DOT from the indemnification obligations set forth herein. This indemnifications obligation of DOT shall terminate upon the issuance of Final Acceptance of the Interchange by the DOT.