Common use of Redeveloper Indemnification Clause in Contracts

Redeveloper Indemnification. (a) Except for the remediation of environmental matters that are the responsibility of the Department of the Navy, and as otherwise specifically set forth in the Agreement, the Redeveloper covenants and agrees, at its expense, to pay and to indemnify, protect, defend and hold the Agency Indemnified Parties harmless from and against all liability, losses, damages, demands, costs, claims, injury, investigations, remediation costs, lawsuits, civil proceedings, administrative proceedings, fines, penalties, and expenses (including attorney’s fees and court costs) and disbursements of every kind, character and nature resulting, wholly or partially, from the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing, leasing or sale of the Redevelopment Project, including but not limited to, (i) the death of any person or any accident, injury, loss, and damage whatsoever to any person or to the property of any person which shall occur on the Project Area, prior to any Permitted Transfer, and which results, wholly or partially, from any negligence or willful misconduct of the Redeveloper, its agents, servants, employees, or contractors, but excluding damage, liability, costs and expenses to the extent that same may result from gross negligence or willful misconduct of the Agency, its employees, representatives or agents, or (ii) any lawsuit or other proceeding commenced by any person or entity, because of action(s) or omissions taken by the Redeveloper, its contractors, employees, agents, representatives and elected or appointed officials in connection with the Redevelopment Project, this Redevelopment Agreement or the Financial Agreement, except to the extent that any loss is caused by the act or negligence of the Agency Indemnified Party (hereinafter “Liabilities”). (b) The Redeveloper shall defend, indemnify and hold harmless the Agency Indemnified Parties from Liabilities which result, wholly or partially, from (i) unless by reason of an Uncontrollable Circumstance, the performance or any unexcused failure or delay of performance by the Redeveloper of its obligations under this Redevelopment Agreement; or (ii) any bodily injury or property damage that may occur in the Project Area during the term of this Redevelopment Agreement; provided, however, that such indemnity shall not include the actions or inactions of third-parties or the Agency Indemnified Parties over whom the Redeveloper does not exercise control, as long as the Redeveloper maintains and enforces commercially reasonable security measures and commercial liability insurance to protect against such actions or inactions, or to the extent that any loss is caused by the act or negligence of the Indemnified Party. (c) In any situation in which an Agency Indemnified Party is entitled to receive and desires indemnification by the Redeveloper, the Agency Indemnified Party shall provide notice to the Redeveloper of the subject Liabilities as soon as reasonably possible after their occurrence but in any case within fifteen (15) days of the Agency Indemnified Party receiving actual or constructive notice of the subject Liabilities. Failure to give prompt notice to the Redeveloper shall not relieve the Redeveloper of any liability to indemnify the Agency Indemnified Party, unless such failure to give prompt notice materially impairs the Redeveloper's ability to defend such party. Upon receipt of such notice, the Redeveloper shall resist and defend any action or proceeding on behalf of the Agency Indemnified Party, including the employment of counsel reasonably acceptable to the Agency Indemnified Party, the payment of all reasonable expenses and the right to negotiate and consent to settlement. All of the Agency Indemnified Parties 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 separate counsel shall be at the expense of the Agency Indemnified Party; provided, however, that if the defense of such action is assumed by Redeveloper’s insurance carrier, employment of such separate counsel by the Agency Indemnified Party shall be at the sole discretion of such carrier but in no event at the Redeveloper's expense. The Redeveloper shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Redeveloper or if there is a final judgment against the Agency Indemnified Party in any such action, the Redeveloper agrees to indemnify and hold harmless the Agency Indemnified Party from and against any loss or liability by reason of such settlement or judgment for which the Agency Indemnified Party is entitled to indemnification hereunder. The Redeveloper shall have the right to settle any such action on terms it deems appropriate provided that a full release of the Agency Indemnified Party is obtained and no admission of liability by the Agency Indemnified Party is required. In the event the Agency refuses to provide a release of such action, and a final judgment is rendered against the Redeveloper, the Agency shall be responsible for the Redeveloper’s attorney’s fees and costs incurred subsequent to the Agency’s refusal to release the action and for that amount of the judgment which is in excess of the sum for which the Redeveloper would have otherwise settled the action. (d) The Redeveloper's indemnity provided under this Section 9.01 shall terminate upon the issuance of a Certificate of Completion for the Redevelopment Project or portion thereof.

Redeveloper Indemnification. (a) Except for Redeveloper agrees to indemnify and hold harmless and defend the remediation of environmental matters that are Borough and the responsibility of the Department of the NavyBorough Indemnified Parties, and as otherwise specifically set forth in the Agreement, the Redeveloper covenants shall pay any and agrees, at its expense, to pay and to indemnify, protect, defend and hold the Agency Indemnified Parties harmless from and against all liability, lossesactual loss, costs, damages, demands, costs, claims, injuryjudgments or expenses, investigationsof any and all kinds or nature and however arising, remediation costs, lawsuits, civil proceedings, administrative proceedings, fines, penalties, and expenses (including attorney’s fees and court costs) and disbursements of every kind, character and nature resulting, wholly or partially, from the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing, leasing or sale of the Redevelopment Projectimposed by law, including but not limited to, claims for personal injury, death and property damage, which the Borough and/or the Borough Indemnified Parties may sustain, be subject to or be caused to incur relating to, based upon or arising from (i) Redeveloper’s activities in connection with the death of any person Project, or any accidentportion thereof, injury(ii) contracts entered into by the Redeveloper which relate to such activities, loss, and damage whatsoever including but not limited to any person or to the property of any person which shall occur on the Project Areaand all claims by workmen, prior to any Permitted Transfer, employees and which results, wholly or partially, from any negligence or willful misconduct agents of the Redeveloper, its agentscontractor and subcontractors and unrelated third parties, servants, employees(iii) the maintenance and functioning of the Project, or contractorsany other activities of Redeveloper within the Project Site, but excluding damage, liability, costs and expenses to (iv) the extent that same may result from gross negligence current or willful misconduct former environmental condition of the AgencyProject Site and including but not limited to any third-party claim with respect to other properties alleging harm emanating from such environmental condition of the Project Site, (v) a material breach of this Redevelopment Agreement by Redeveloper, or (vi) any violation of Applicable Law by Redeveloper, unless any such loss, liability claim or suit is the result of the grossly negligent or intentional wrongful acts of the Borough, its employees, representatives or agents, or (ii) any lawsuit or other proceeding commenced by any person or entity, because of action(s) or omissions taken by the Redeveloper, its agents and contractors, employeesfor which the foregoing indemnity, agents, representatives hold harmless and elected or appointed officials in connection with the Redevelopment Project, this Redevelopment Agreement or the Financial Agreement, except to the extent that any loss is caused by the act or negligence of the Agency Indemnified Party (hereinafter “Liabilities”)defense shall not apply. (b) The Redeveloper Redeveloper, at its own cost and expense, shall defenddefend any and all such claims, indemnify suits and hold harmless actions which may be brought or asserted against the Agency Borough, and/or the Borough Indemnified Parties Parties; but this provision shall not be deemed to relieve any insurance company which has issued a policy of insurance as may be provided for in this Redevelopment Agreement from Liabilities which result, wholly or partially, from (i) unless by reason of an Uncontrollable Circumstanceits obligation to defend Redeveloper, the performance Borough and any other insured named or named as an additional insured in such policy of insurance in connection with claims, suits or actions covered by such policy. Any cost for reasonable fees actually incurred in proceedings for which Redeveloper is required to indemnity and defend the Borough where it is required that the Borough engage its own attorneys, experts’ testimony costs and all actual costs to defend the Borough or any unexcused failure or delay of performance by the Redeveloper of its obligations under this Redevelopment Agreement; or (ii) any bodily injury or property damage that may occur in the Project Area during the term of this Redevelopment Agreement; providedBorough Indemnified Party, howeveragents, that such indemnity shall not include the actions or inactions of third-parties or the Agency Indemnified Parties over whom the Redeveloper does not exercise control, as long as the Redeveloper maintains and enforces commercially reasonable security measures and commercial liability insurance to protect against such actions or inactionsservants, or employees in such proceeding, shall be reimbursed to the extent that any loss is caused it by the act or negligence of the Indemnified PartyRedeveloper in connection with such defense and indemnification claim. (c) In any situation in which an Agency the Borough Indemnified Party is Parties are entitled to receive and desires desire defense and/or indemnification by the Redeveloper, the Agency Borough Indemnified Party Parties shall provide notice to the Redeveloper of the subject Liabilities as soon as reasonably possible after their occurrence but in any case within fifteen (15) days of the Agency Indemnified Party receiving actual or constructive give prompt notice of the subject Liabilitiessuch situation to Redeveloper. Failure to give prompt notice to the Redeveloper shall not relieve the Redeveloper of any liability to indemnify the Agency Borough Indemnified Party, unless such failure to give prompt notice materially impairs the Redeveloper's ability to defend such partyParties. Upon receipt of such notice, the Redeveloper shall resist and defend any action or proceeding on behalf of the Agency Borough Indemnified PartyParties, including the employment of counsel reasonably acceptable to the Agency Borough Indemnified PartyParties, the payment of all reasonable expenses and the right to negotiate and consent to settlement. The Borough shall have the right to retain counsel of its choosing the actual, reasonable cost of which shall be borne by Redeveloper. All of the Agency other Borough Indemnified Parties 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 separate counsel shall be thereof at the expense of the Agency Indemnified Party; provided, however, that if the defense of such action is assumed by Redeveloper’s insurance carrier, employment of such separate counsel by the Agency Indemnified Party shall be at the sole discretion of such carrier but in no event at the Redeveloper's Parties’ own expense. The Redeveloper shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Redeveloper or if there is a final judgment against Redeveloper or the Agency Borough Indemnified Party Parties in any such action, the Redeveloper agrees to shall indemnify and hold harmless the Agency Borough Indemnified Party Parties from and against any loss or liability by reason of such settlement or judgment for which the Agency Indemnified Party is entitled to indemnification hereunderjudgment. The Further, Redeveloper shall have the right to settle any such action on terms it deems appropriate behalf of itself and all Borough Indemnified Parties, provided that such settlement (i) is solely a full release monetary payment, (ii) does not involve the entry of a judgment against the Agency Borough or any Borough Indemnified Party is obtained Parties and no admission of (iii) does not expose the Borough Indemnified Parties to any liability, contingent or otherwise. Redeveloper shall indemnify and hold harmless the Borough Indemnified Parties from and against any loss or liability by the Agency Indemnified Party is required. In the event the Agency refuses to provide a release reason of such action, and a final judgment is rendered against the Redeveloper, the Agency shall be responsible for the Redeveloper’s attorney’s fees and costs incurred subsequent to the Agency’s refusal to release the action and for that amount of the judgment which is in excess of the sum for which the Redeveloper would have otherwise settled the actionsettlement. (d) The Redeveloper's indemnity provided under this Section 9.01 shall terminate upon the issuance of a Certificate of Completion for the Redevelopment Project or portion thereof.

Redeveloper Indemnification. (a) Except for the remediation of environmental matters that are the responsibility of the Department of the Navy, and as otherwise specifically set forth in the Agreement, the The Redeveloper covenants and agrees, at its expense, to pay and to indemnify, protect, defend and hold the Agency Authority/County Indemnified Parties harmless from and against all liability, losses, damages, demands, costs, claims, injury, investigations, remediation costs, lawsuits, civil proceedings, administrative proceedings, fines, penalties, and expenses (including attorney’s attorneys’ fees and court costs) and disbursements of every kind, character and nature resulting, wholly or partially, from the condition, use, possession, conduct, management, planning, design, acquisitiondemolition, constructionRemediation, installation, financing, leasing construction or sale installation of the Redevelopment ProjectProject Site and/or the Project Improvements, including but not limited to, (i) the death of any person or any accident, injury, loss, and damage whatsoever to any person or to the property of any person which shall occur on or adjacent to the Project Area, prior to any Permitted Transfer, Site and/or Project Improvements and which results, wholly or partially, from any negligence or willful misconduct of the Redeveloper, its agents, servants, employees, or contractors, but excluding damage, liability, costs and expenses to the extent that same may result from gross negligence or willful misconduct of the AgencyAuthority or County, its their employees, representatives or agents, or (ii) any lawsuit or other proceeding commenced by any person or entity, because of action(s) or omissions taken by the Redeveloper, its contractors, employees, agents, representatives and elected or appointed officials in connection with the Redevelopment Project, Project Site and/or Project Improvements or this Redevelopment Agreement or the Financial Agreement, except to the extent that any loss is caused by the act or negligence of the Agency Indemnified Party (hereinafter “Liabilities”). (b) The Redeveloper shall defend, indemnify and hold harmless the Agency Authority/County Indemnified Parties and their officers, agents, employees, contractors, and consultants from Liabilities any claims, investigations, liability, loss, injury, damage, Remediation Costs, lawsuits, civil proceedings, fines, penalties, and expenses including reasonable attorney’s fees and disbursements which result, wholly or partially, from (i) unless by reason of an Uncontrollable Circumstance, the performance or any unexcused failure or delay of performance by the Redeveloper of its obligations under this the Redevelopment Agreement; or (ii) any bodily injury or property damage that may occur in the Project Area Site during the term of this the Redevelopment Agreement; provided, provided however, that such indemnity shall not include the actions or inactions of third-parties or the Agency Indemnified Parties over whom the Redeveloper does not exercise control, as long as the Redeveloper maintains and enforces commercially reasonable security measures and commercial liability insurance to protect against such actions or inactions, or to the extent that any loss is caused by the act or negligence of the Indemnified Party. (c) In any situation in which an Agency Authority/County Indemnified Party is entitled to receive and desires indemnification by the Redeveloper, the Agency Authority/County Indemnified Party shall provide give prompt notice of such situation to the Redeveloper of the subject Liabilities as soon as reasonably possible after their occurrence but in any case within fifteen (15) days of the Agency Indemnified Party receiving actual or constructive notice of the subject LiabilitiesRedeveloper. Failure to give prompt notice to the Redeveloper shall not relieve the Redeveloper of any liability to indemnify the Agency Authority/County Indemnified Party, unless such failure to give prompt notice materially impairs the Redeveloper's ’s ability to defend such party. Upon receipt of such notice, the Redeveloper shall resist and defend any action or proceeding on behalf of the Agency Authority/County Indemnified Party, including the employment of counsel reasonably acceptable to the Agency Authority/County Indemnified Party, the payment of all reasonable expenses and the right to negotiate and consent to settlement. All of the Agency Authority/County Indemnified Parties 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 separate counsel shall be at the expense of the Agency Indemnified Party; provided, however, that if indemnified party unless the defense of such action is assumed by Redeveloper’s insurance carrier, employment of such separate counsel is specifically authorized by the Agency Indemnified Party Redeveloper, which authorization shall not be at the sole discretion of such carrier but in no event at the Redeveloper's expenseunreasonably withheld or delayed. The Redeveloper shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Redeveloper or if there is a final judgment against the Agency Authority/County Indemnified Party in any such action, the Redeveloper agrees to indemnify and hold harmless the Agency Authority/County Indemnified Party from and against any loss or liability by reason of such settlement or judgment for which the Agency Authority/County Indemnified Party is entitled to indemnification hereunder. The Redeveloper shall have the right to settle any such action on terms it deems appropriate provided that a full release of the Agency Indemnified Party is obtained and no admission of liability by the Agency Authority/County Indemnified Party is required. In the event the Agency Authority or County refuses to provide a release of such action, and a final judgment is rendered against the Redeveloper, the Agency Authority/County shall be responsible for the Redeveloper’s attorney’s counsel fees and costs incurred subsequent to the AgencyAuthority or County’s refusal to release the action and for that amount of the judgment which is in excess of the sum for which the Redeveloper would have otherwise settled the action. (d) The Redeveloper's ’s indemnity provided under this Section 9.01 10.01 shall terminate upon survive the issuance termination of a Certificate of Completion for this Redevelopment Agreement and shall run with the Redevelopment Project or portion thereofland.

Redeveloper Indemnification. (a) Except for the remediation of environmental matters that are the responsibility of the Department of the Navy, and as otherwise specifically set forth in the Agreement, the The Redeveloper covenants and agrees, at its expense, to pay and to indemnify, protect, defend and hold the Agency Indemnified Parties harmless from and against all liability, losses, damages, demands, costs, claims, injury, investigations, remediation costs, lawsuits, civil proceedings, administrative proceedings, fines, penalties, and expenses (including attorney’s fees and court costs) and disbursements of every kind, character and nature resulting, wholly or partially, from the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing, leasing or sale of the Redevelopment Project, including but not limited to, (i) the death of any person or any accident, injury, loss, and damage whatsoever to any person or to the property of any person which shall occur on the Project Area, prior to any Permitted Transfer, and which results, wholly or partially, from any negligence or willful misconduct of the Redeveloper, its agents, servants, employees, or contractors, but excluding damage, liability, costs and expenses to the extent that same may result from gross negligence or willful misconduct of the Agency, its employees, representatives or representatives, agents, or other Agency Indemnified Party or (ii) any lawsuit or other proceeding commenced by any person or entity, because of action(s) or omissions taken by the Redeveloper, its contractors, employees, agents, representatives and elected or appointed officials in connection with the Redevelopment Project, this Redevelopment Agreement or the Financial Agreement, except to the extent that any loss is caused by the act or negligence of the Agency Indemnified Party (hereinafter “Liabilities”). (b) . The Redeveloper shall defend, indemnify and hold harmless the Agency Indemnified Parties from Liabilities which result, wholly or partially, from (i) unless by reason of an Uncontrollable Circumstance, the performance or any unexcused failure or delay of performance by the Redeveloper of its obligations under this Redevelopment Agreement; or (ii) any bodily injury or property damage that may occur in the Project Area during the term of this Redevelopment Agreement; provided, however, that such indemnity shall not include the actions or inactions of third-parties or the Agency Indemnified Parties over whom the Redeveloper does not exercise control, as long as the Redeveloper maintains and enforces commercially reasonable security measures and commercial liability insurance to protect against such actions or inactions, or to the extent that any loss is caused by the act or negligence of the Agency Indemnified Party. (c) . In any situation in which an Agency Indemnified Party is entitled to receive and desires indemnification by the Redeveloper, the Agency Indemnified Party shall provide notice to the Redeveloper of the subject Liabilities as soon as reasonably possible after their occurrence but but, in any case case, within fifteen (15) days of the Agency Indemnified Party receiving actual or constructive notice of the subject Liabilities. Failure to give prompt notice to the Redeveloper shall not relieve the Redeveloper of any liability to indemnify the Agency Indemnified Party, unless such failure to give prompt notice materially impairs the Redeveloper's ability to defend such party. Upon receipt of such notice, the Redeveloper shall resist and defend any action or proceeding on behalf of the Agency Indemnified Party, including the employment of counsel reasonably acceptable to the Agency Indemnified Party, the payment of all reasonable expenses and the right to negotiate and consent to settlement. All of the Agency Indemnified Parties 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 separate counsel shall be at the expense of the Agency Indemnified Party; provided, however, that if the defense of such action is assumed by Redeveloper’s insurance carrier, employment of such separate counsel by the Agency Indemnified Party shall be at the sole discretion of such carrier but in no event at the Redeveloper's expense. The Redeveloper shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Redeveloper or if there is a final judgment against the Agency Indemnified Party in any such action, the Redeveloper agrees to indemnify and hold harmless the Agency Indemnified Party from and against any loss or liability by reason of such settlement or judgment for which the Agency Indemnified Party is entitled to indemnification hereunder. The Redeveloper shall have the right to settle any such action on terms it deems appropriate provided that a full release of the Agency Indemnified Party is obtained and no admission of liability by the Agency Indemnified Party is required. In the event the Agency refuses to provide a release of such action, and a final judgment is rendered against the Redeveloper, the Agency shall be responsible for the Redeveloper’s attorney’s fees and costs incurred subsequent to the Agency’s refusal to release the action and for that amount of the judgment which is in excess of the sum for which the Redeveloper would have otherwise settled the action. (d) . The Redeveloper's indemnity provided under this Section 9.01 shall terminate upon the issuance of a Certificate of Completion for the Redevelopment Project or portion thereof.

Redeveloper Indemnification. (a) Except for the remediation of environmental matters that are the responsibility of the Department of the Navy, and as otherwise specifically set forth in the Agreement, the The Redeveloper covenants and agrees, at its expense, to pay and to indemnify, protect, defend and hold the Agency Borough Indemnified Parties harmless from and against all liability, losses, damages, demands, costs, claims, injury, investigations, remediation costs, lawsuits, civil proceedings, administrative proceedings, fines, penalties, and expenses (including attorney’s attorneys’ fees and court costs) and disbursements of every kind, character and nature resulting, wholly or partially, from the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing, leasing or sale of the Redevelopment ProjectProject Site and/or the Project Improvements, including but not limited to, (i) the death of any person or any accident, injury, loss, and damage whatsoever to any person or to the property Property of any person which shall occur on or adjacent to the Project Area, prior to any Permitted Transfer, Site and/or Project Improvements and which results, wholly or partially, from any negligence or willful misconduct of the Redeveloper, its agents, servants, employees, or contractors, but excluding damage, liability, costs and expenses to the extent that same may result from gross any negligence or willful misconduct of the AgencyBorough, its employees, representatives or agents, or (ii) any lawsuit or other proceeding commenced by any person or entity, because of action(s) or omissions taken by the Redeveloper, its contractors, employees, agents, representatives and elected or appointed officials in connection with the Redevelopment Project, Project Site and/or Project Improvements or this Redevelopment Agreement or the Financial Agreement, except to the extent that any loss is caused by the act or negligence of the Agency Indemnified Party (hereinafter “Liabilities”). (b) . The Redeveloper shall defend, indemnify and hold harmless the Agency Borough Indemnified Parties and its officers, agents, employees, contractors, and consultants from Liabilities any claims, investigations, liability, loss, injury, damage, lawsuits, civil proceedings, fines, penalties, and expenses including reasonable attorney’s fees and disbursements which result, wholly or partially, from (i) unless by reason of an Uncontrollable Circumstance, the performance or any unexcused failure or delay of performance by the Redeveloper of its obligations under this the Redevelopment Agreement; or (ii) any bodily injury or property Property damage that may occur in the Project Area Site during the term of this the Redevelopment Agreement; provided, provided however, that such indemnity shall not include the actions or inactions of third-parties or the Agency Indemnified Parties over whom the Redeveloper does not exercise control, as long as the Redeveloper maintains and enforces commercially reasonable security measures and commercial liability insurance to protect against such actions or inactions, or to the extent that resulting from any loss is caused by the act bodily injury or negligence of the Indemnified Partyproperty damage. (cb) In any situation in which an Agency any Borough Indemnified Party is entitled to receive and desires indemnification by the Redeveloper, the Agency Borough Indemnified Party shall provide give prompt notice of such situation to the Redeveloper of the subject Liabilities as soon as reasonably possible after their occurrence but in any case within fifteen (15) days of the Agency Indemnified Party receiving actual or constructive notice of the subject LiabilitiesRedeveloper. Failure to give prompt notice to the Redeveloper shall not relieve the Redeveloper of any liability to indemnify the Agency Borough Indemnified Party, unless such failure to give prompt notice materially impairs the Redeveloper's ’s ability to defend such party. Upon receipt of such notice, the Redeveloper shall resist and defend any action or proceeding on behalf of the Agency Borough Indemnified Party, including the employment of counsel reasonably acceptable to the Agency Borough Indemnified Party, Party and the payment of all reasonable expenses and shall have the right to negotiate and consent to settlement. All of the Agency Borough Indemnified Parties 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 separate counsel shall be at the expense of the Agency Indemnified Party; provided, however, that if indemnified party unless the defense of such action is assumed by Redeveloper’s insurance carrier, employment of such separate counsel is specifically authorized by the Agency Indemnified Party Redeveloper, which authorization shall not be at the sole discretion of such carrier but in no event at the Redeveloper's expenseunreasonably withheld or delayed. The Redeveloper shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Redeveloper or if there is a final judgment against the Agency Borough Indemnified Party in any such action, the Redeveloper agrees to indemnify and hold harmless the Agency Borough Indemnified Party from and against any loss or liability by reason of such settlement or judgment for which the Agency Borough Indemnified Party is entitled to indemnification hereunder. The Redeveloper shall have the right to settle any such action on terms it deems appropriate provided that a full release of the Agency Indemnified Party is obtained and no admission of liability by the Agency Borough Indemnified Party is required. In the event the Agency Borough refuses to provide a release of such action, and a final judgment is rendered against the Redeveloper, the Agency Borough shall be responsible for the Redeveloper’s attorney’s counsel fees and costs incurred subsequent to the AgencyBorough’s refusal to release the action and for that amount of the judgment which is in excess of the sum for which the Redeveloper would have otherwise settled the action. (dc) The Redeveloper's ’s indemnity provided under this Section 9.01 shall terminate upon survive the issuance termination of a Certificate of Completion for this Redevelopment Agreement and shall run with the Redevelopment Project or portion thereofland.