Common use of Lien Indemnification Clause in Contracts

Lien Indemnification. Should any Subconsultant or any other Person acting through or under Architect or any Subconsultant file a lien or other encumbrance against all or any portion of the Work, the Site or the Project, Architect shall, at its sole cost and expense, remove and discharge, by payment, bond or otherwise, such lien and encumbrance within ten (10) Days of the filing of such lien or encumbrance. If Architect fails to remove and discharge any such lien or encumbrance within such ten (10) Day period, then Owner may, in its sole discretion, take any one or more of the following actions: 22 (a) remove and discharge such lien and encumbrance using whatever means that Owner, in its sole discretion, deems appropriate, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbrance. In such circumstance, Architect shall be liable to Owner for all Damages (including settlement payments) incurred by Owner arising out of or relating to such removal and discharge. All such Damages shall be paid by Architect no later than thirty (30) Days after receipt of each invoice from Owner; 23 (b) seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Owner shall be entitled to such specific performance and that Architect shall be liable to Owner for all Damages incurred by Owner arising out of or relating to such specific performance action. Architect agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Owner and Owner’s Affiliates, and further, that Owner and such Owner Affiliates will not be adequately compensated by damages; or 23 (c) conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.4, without regard to Architect’s rights under such section. 23

Lien Indemnification. Should any Subconsultant or any other Person acting through or under Architect or any Subconsultant file a lien or other encumbrance against all or any portion of the Work, the Site or the Project, Architect shall, at its sole cost and expense, remove and discharge, by payment, bond or otherwise, such lien and encumbrance within ten (10) Days of the filing of such lien or encumbrance. If Architect fails to remove and discharge any such lien or encumbrance within such ten (10) Day period, then Owner may, in its sole discretion, take any one or more of the following actions: 22 (a) remove and discharge such lien and encumbrance using whatever means that Owner, in its sole discretion, deems appropriate, including the payment of settlement amounts that it determines in its sole discretion as being necessary to discharge such lien or encumbrance. In such circumstance, Architect shall be liable to Owner for all Damages (including settlement payments) incurred by Owner arising out of or relating to such removal and discharge. All such Damages shall be paid by Architect no later than thirty (30) Days after receipt of each invoice from Owner; 23 (b) seek and obtain an order granting specific performance from a court of competent jurisdiction, requiring that Architect immediately discharge and remove, by bond, payment or otherwise, such lien or encumbrance. The Parties expressly agree that Owner shall be entitled to such specific performance and that Architect shall be liable to Owner for all Damages incurred by Owner arising out of or relating to such specific performance action. Architect agrees that the failure to discharge and remove any such lien or encumbrance will give rise to irreparable injury to Owner and Owner’s Affiliates, and further, that Owner and such Owner Affiliates will not be adequately compensated by damages; or 23 (c) conduct the defense of any action in respect of (and any counterclaims related to) such liens or encumbrances as set forth in Section 12.4, without regard to Architect’s rights under such section. 23Legal Defense. Not later than fifteen (15) Days after receipt by Architect of written notice from an Owner Indemnified Party of any claims, demands, actions or causes of action asserted against such Owner Indemnified Party for which Architect has indemnification, defense and hold harmless obligations under this Agreement, whether such claim, demand, action or cause of action is asserted in a legal, judicial, arbitral or administrative proceeding or action or by notice without institution of such legal, judicial, arbitral or administrative proceeding or action, Architect shall affirm in writing by notice to such Owner Indemnified Party that Architect will indemnify, defend and hold harmless such Owner Indemnified Party and shall, at Architect’s own cost and expense, assume on behalf of the Owner Indemnified Party and conduct with due diligence and in good faith the defense thereof with counsel selected by Architect and reasonably satisfactory to such Owner Indemnified Party; provided, however, that such Owner Indemnified Party shall have the right to be represented therein by advisory counsel of its own selection, and at its own expense; and provided further that if the defendants in any such action or proceeding include Architect and an Owner Indemnified Party and the Owner Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to Architect, such Owner Indemnified Party shall have the right to select up to one (1) separate counsel to participate in the defense of such action or proceeding on its own behalf at the expense of Architect. In the event of the failure of Architect to perform fully in accordance with the defense obligations under this Section 12.4, such Owner Indemnified Party may, at its option, and without relieving Architect of its obligations hereunder, so perform, but all Damages so incurred by such Owner Indemnified Party in that event shall be reimbursed by Architect to such Owner Indemnified Party, together with interest on same from the date any such cost and expense was paid by such Owner Indemnified Party until reimbursed by Architect at the interest rate set forth in this Agreement.