Coach 2013 Annual Report Download - page 724

(d) Each insurance policy provided under Sections 7.02(a), (b) or (c) above shall provide that it will not expire or terminate or be
cancelled without, in each case, the insurer’s providing to the Coach Member at least thirty (30) days prior written notice of such expiration, termination or
cancellation.
Section 7.03 Legal Proceedings. (a) Developer shall, or shall cause Legacy Tenant (or its insurance carrier) to, defend any Legal Proceedings
commenced against any of the Coach Indemnitees arising from or due to any bodily injury, sickness, disease or death of or to any person or persons, or any
damage to or destruction of property, arising as a result of or in connection with the construction of any portion of the Base Building and any activities of any
Person retained by or on behalf of the Developer, Legacy Tenant or the Executive Construction Manager in connection with the Project (whether such activities
are on-site or off-site). All reasonable and actual net costs thereof (to the extent not covered by insurance) shall constitute Project Costs, and shall constitute a
part of Coach Total Development Costs to the extent of Coach’s Allocable Share thereof.
(b) Developer shall copy the Coach Member on all material documents it sends or serves in any such Legal Proceeding, shall give the
Coach Member copies of any material documents served on it in any such Legal Proceeding and shall advise the Coach Member regularly as to the status of
the same (unless such Proceeding is being handled by an insurance carrier or its counsel, in which event Developer shall provide the Coach Member with
reports on the status of such Legal Proceedings from time to time and, in any event, upon request). If Developer fails to defend, or cause Legacy Tenant (or its
insurance carrier) to defend, diligently against any such Legal Proceeding, the Coach Member (or any other Coach Indemnitee named in such proceeding) shall
have the right (but not the obligation) to defend the same at the expense of the Developer or the Building C JV, as applicable. Developer shall not settle any such
Legal Proceeding without the written consent of the Coach Indemnitee named in such Legal Proceeding unless such settlement shall release each Coach
Indemnitee against whom liability has been asserted from all liability with respect to such Legal Proceeding without any contribution from such Coach
Indemnitee. The foregoing provisions shall not require defense of any Legal Proceeding against any Coach Indemnitee to the extent of the gross negligence of
willful misconduct of such Coach Indemnitee or any other Coach Indemnitee.
(c) Developer’s obligations to cause Legacy Tenant to undertake the defense under this Section 7.03 shall not be limited or defined by
the amount of insurance carried by Developer or by limitations on amount or type of damages under worker’s compensation acts or other laws relating to
employee benefits.
(d) Notwithstanding any provision of this Agreement to the contrary, the Coach Member shall have the right to approve the settlement
of any litigation or the settlement of any arbitration, or the release or compromise of any claim of or debt due to the Building C JV or any of its subsidiaries,
which settlement, release or compromise could result in an increase the Coach Total Development Costs.
(e) In no event shall the Coach Member have any liability or obligation to the Executive Construction Manager, any Developer’s
Consultant, any contractor, subcontractor, vendor, worker, employee or other Person employed by Developer or by Executive Construction Manager or any of
Developer’s Consultants, or, except to the extent otherwise provided in the Operating Agreement, the Building C JV, and Developer shall indemnify the Coach
Member from and against claims from any such Person, except to the extent such losses are caused by the Coach Member’s gross negligence or willful
misconduct.
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