By the District. The District covenants and agrees to indemnify and defend Xxxxxx, and to hold Lessee harmless, from and against any and all losses, claims, suits, damages, and expenses (including reasonable attorneys' fees) arising out of the condition of the Site, including, but not limited to, all costs required to be incurred by Xxxxxx as a result of any condition described in Section 4.G. of this Site Lease, unless the condition is caused or created by Xxxxxx, whether or not known to the District on the date of execution of this Site Lease, or unless such cost is contemplated to be paid by Lessee pursuant to the provisions of the Construction Services Agreement.
By the District. The District’s right to commence the Claims Resolution Process shall arise at any time following the District’s actual discovery of the circumstances giving rise to the Claim. Nothing contained herein shall preclude the District from asserting Claims in response to a Claim asserted by the Architect. A Statement of Claim submitted by the District shall state the events or circumstances giving rise to the Claim, the dates of their occurrence and the damages or other relief claimed by the District as a result of such events. Notwithstanding the foregoing, the District shall not be able to commence or assert a claim beyond the applicable statute of limitations.
By the District. The District represents, warrants, covenants and agrees as a basis for the undertakings on its part contained herein that:
By the District i. If Contractor fails to perform their duties or materially breaches any obligation in the Agreement, and the failure or breach is not corrected within five (5) days of receiving written notice from the District, or immediately upon written notice if the District determines the breach cannot be corrected; or
By the District. Without the prior consent of Vendor, which consent shall not be unreasonably withheld, the District shall not (1) assign, transfer or pledge all or any part of this Agreement or software licensed by Vendor, or (2) resell, lease, lend or permit a lien or encumbrance of any kind against the equipment unless the District has obtained title to the equipment free and clear of any Vendor security interest.
By the District. As applied to a termination notice delivered by the District, “Cause” means WANRack’s continuing failure or refusal to perform any material obligation under this Agreement within thirty (30) days after WANRack receives written notice from the District of such failure or refusal.
By the District. The District will indemnify and hold harmless the OESD and its elected officials, officers, employees, and agents (the “OESD Indemnified Parties”) from and against all third-party claims, suits, actions, losses, damages, liabilities, judgments, costs, demands, penalties, and expenses (including attorney’s fees arising therefrom) of any nature whatsoever (“Claims”) arising out of, in connection with, or incident to the execution of this Agreement or the District’s performance or failure to perform any aspect of this Agreement; provided, however, that if such Claims are caused by or result from the concurrent negligence of the District and/or its officers, employees, or agents and the OESD Indemnified Parties, the District will be required to indemnify and hold harmless the OESD Indemnified Parties only to the extent of the negligence of the District or its officers, employees, or agents; and provided further, that nothing herein will require the District to indemnify or hold harmless the OESD Indemnified Parties from any Claims arising from the sole negligence of the OESD Indemnified Parties.
By the District. The District will indemnify, defend and hold harmless Contractor and its owners, officers, directors, agents and employees from and against any claims, losses, liabilities and demands of every kind and nature whatsoever, including the costs of defending any such claims, liabilities and demands, including attorneys’ and accountants’ fees therefor (collectively, “Losses”), resulting from the District’s gross negligence, willful misconduct, fraud, or material breach of this Agreement; provided, however, that the District will not be required to indemnify or hold harmless Contractor to the extent of any Losses resulting from willful misconduct, gross negligence, fraud, or material breach of this Agreement by Contractor, or any of its owners, agents or employees. The foregoing indemnification agreement will be limited by and subject to the rights, defenses and limitations upon liability, if any, available to the District pursuant to Article 11, Section 1 of the Colorado Constitution or pursuant to the Colorado Governmental Immunity Act, CRS §00-00-000 et. seq, and nothing in this Section 10.1 will be construed to waive or limit any such rights or defenses.
By the District. Notwithstanding any other provision of this Agreement, the Renter's right to use the Rental Space is subject to the District's absolute right to use the Rental Space to meet the normal and emergency operations and business needs of the District. While the District will make every effort to avoid canceling an event scheduled by the Renter, the District has the absolute right, at any time to cancel Renter's use of the Rental Space. If possible, the District will attempt to reschedule Renter's use of the Rental Space to another date and time within the same month that is acceptable to the Renter. If no acceptable alternative date and time is available, the District will refund the Renter's Rent and security deposit payment for the scheduled use(s) cancelled.
By the District. The District makes the following representations as of the Effective Date of this Agreement as a basis for the undertakings pursuant to this Agreement:
