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<br /> 3. EFFECTIVE DATE. Delivery of this Agreement by Indemnitor to First American shall not be deemed
<br /> acceptance of this Agreement by First American or a commitment to issue a Title Policy for the Property. First
<br /> American has no duty to Indemnitor to accept this Agreement or, in the future, to agree to issue a Title Policy for
<br /> the Property. Upon acceptance of this Agreement by First American as evidenced by the issuance of a Title
<br /> Policy, this Agreement shall remain in effect as long as First American has any possible liability under any Title
<br /> Policy issued at any time in reliance on this Agreement. First American may rely on this Agreement to issue Title
<br /> Policies at any time without notice to or further consent by Indemnitor.
<br /> 4. MULTIPLE INDEMNITORS.
<br /> 4.1 Joint and Several. If there is more than one Indemnitor under this Agreement, all of the obligations
<br /> contained in this Agreement shall be the joint and several obligations of each and every Indemnitor. Each
<br /> Indemnitor shall be fully liable to First American even if another Indemnitor is not liable for any reason, including
<br /> the failure of such Indemnitor to execute this Agreement.
<br /> 4.2 Waiver and Release. First American has the right, in its sole and absolute discretion and without
<br /> notice to or consent by Indemnitor, to (a) waive any provision of this Agreement as it relates to any Indemnitor,
<br /> at any time or from time to time, without providing the same or similar waiver for the benefit of any other
<br /> Indemnitor, and/or (b) release any Indemnitor from any or all obligations under this Agreement at any time or
<br /> from time to time, without releasing any other Indemnitor.
<br /> 5. INDEMNIFICATION OBLIGATIONS.
<br /> 5.1. Pavment of Construction Costs. Indemnitor covenants and agrees that all Construction Costs on the
<br /> Property shall be paid promptly and in full before the respective times for filing Mechanics' Liens affecting the
<br /> Property .
<br /> 5.2. Indemnitv. In addition to any other rights or remedies available to First American, at law or in equity,
<br /> Indemnitor agrees to pay, protect, defend, indemnify, hold and save harmless First American from and against
<br /> any and all liabilities, claims of liability, obligations, losses, costs, charges, expenses, causes of action, suits,
<br /> demands, judgments and damages of any kind or character whatsoever, including, but not limited to, reasonable
<br /> attorneys' fees and costs (including appellate fees and costs) incurred or sustained by First American, and actual
<br /> attorneys' fees and costs awarded against First American, directly or indirectly, by reason of, or arising under any
<br /> Title Policy relating to Mechanics' Liens, or in any other action at law or in equity under any theory of recovery as
<br /> a result of the existence of Mechanics' Liens.
<br /> 5.3. Dutv to Notify First American. In the event that (a) Indemnitor is in any manner notified of a claim
<br /> which could affect the interests of First American under a Title Policy relating to Mechanics' Liens, or (b) any
<br /> action is filed at law or in equity or any judicial or non-judicial proceeding (including arbitration) is commenced
<br /> against the Property relating to Mechanics' Liens, Indemnitor agrees to promptly notify First American in writing
<br /> of such claim, action or proceeding as soon as possible of Indemnitor's acquisition of knowledge thereof but, in
<br /> no event, later than seven (7) days from receipt of said knowledge.
<br /> 5.4. Riahts and Obliaations. Upon the filing of any action at law or in equity or the assertion of any claim,
<br /> cause of action or judicial or non-judicial proceeding relating to Mechanics' Liens, or at any other time which First
<br /> American shall, in its opinion, deem it reasonable to protect itself or its insured(s) under a Title Policy, First
<br /> American shall have the right, but not the obligation, (a) to take such action as First American deems reasonable
<br /> to protect its interest and that of its insured under any Title Policy, and/or (b) to demand that Indemnitor, at
<br /> Indemnitor's sole cost and expense, promptly do, one or more of the following:
<br /> (a) Cause a properly executed release of the Mechanics' Lien to be filed of record in the proper
<br /> governmental office.
<br /> (b) Cause to be recorded with respect to the Mechanics' Lien a bond releasing the Property from the
<br /> effect of the Mechanics' Lien, should such bond be available and effective in removing the effect
<br /> of such Mechanics' Lien from the Property as a matter of law.
<br /> (c) In situations where affirmative legal action or proceedings at law or in equity are necessary to
<br /> discharge, eliminate, or remove the Mechanics' Lien with respect to the Property, Indemnitor
<br /> shall cause (1) counsel selected by First American to institute such action or proceeding as is
<br /> necessary to discharge, eliminate or remove the Mechanics' Liens as to the Property; and (2)
<br /> such counsel to deliver to First American a written representation in a form reasonably
<br /> satisfactory to First American that such counsel (i) has accepted employment as counsel to
<br /> commence and vigorously prosecute to conclusion such action or procedure, (ii) will promptly
<br /> undertake any and all steps reasonably necessary to diligently prosecute such action, and (Hi) will
<br /> keep First American informed as to the status of such action or procedure as reasonably
<br /> requested by First American, at no cost or expense to First American. Indemnitor may object to
<br /> First American's choice of counsel for reasonable cause.
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<br /> c2001 First American Title Insurance Company
<br /> All Rights Reserved
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