Developer Indemnification. Subject to the provisions of paragraph 12.3 (Indemnification Procedures), Developer will indemnify, defend and hold harmless Publisher and its affiliates, officers, directors, employees and agents from and against any and all losses, liabilities, claims, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees) which arise in connection with any breach or alleged breach by Developer of any of its representations and warranties set forth in paragraph 14 (Warranties of Developer). Notwithstanding anything in this paragraph 12 to the contrary, in the event that, by reason of a claim by a third party of infringement based on the Product, Publisher is temporarily or permanently enjoined from distributing the Product developed under this Agreement, then, if Developer is unable, within sixty (60) days from the signing of the order of injunction, to provide Publisher with a non-infringing Product, Publisher shall have the right to obtain a license from the third party to continue with the marketing, distribution and sale of the Product(s) and Developer shall reimburse Publisher for any reasonable license/settlement fee and related reasonable legal expenses paid by Publisher to the third party, unless Developer ultimately prevails in the litigation; if Publisher elects this remedy and obtains such a license, such remedy shall be Publisher’s sole and exclusive remedy in connection with such claim.
Developer Indemnification. Developer shall indemnify and hold harmless City, its agents, officers and employees against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses (including any liabilities, judgments, costs and expenses and reasonable attorneys’ fees) which may arise directly or indirectly from (i) the failure of Developer to timely pay any contractor, subcontractor, laborer or materialman or any claim or cause of action whatsoever brought by a third party arising out of the Project; (ii) the failure of Developer to comply with any Legal Requirements; (iii) any material default or breach of the terms of this Agreement by Developer; (iv) any negligence or reckless or willful misconduct of Developer and contractors, subcontractors or agents or employees thereof; (v) any material misrepresentations or omissions of Developer. With respect to any action for which Xxxxxxxxx’s foregoing indemnity applies, Developer shall, at its own cost and expense, appear, defend and pay all charges of attorneys, costs and other expenses arising therefrom or incurred in connection therewith. If any judgment shall be rendered against City, its agents, officers, officials or employees in any such action for which Developer’s foregoing indemnity applies, Developer shall, at its own expense, satisfy and discharge the same. This Section 11 shall not apply, and Developer shall have no obligation whatsoever, with respect to any acts of negligence, gross negligence, or reckless or willful misconduct on the part of City or any of its, officers, officials, agents, employees or contractors or City’s material default or breach of the terms of this Agreement. Developer’s indemnification obligation hereunder shall be a continuing obligation and shall not expire with the termination of this Agreement.
Developer Indemnification. The Developer covenants and agrees, for itself and its successors and assigns, at its sole cost and expense, from and after Closing to defend, release, indemnify, protect, and save the Town Indemnitees harmless from:
i. any Losses resulting from the Developer’s performance, material delay or failure to perform Remedial Work or Abatement Work in compliance with all Applicable Laws and in accordance with the terms of this Agreement.
ii. Losses resulting from the Developer’s (including agents, employees, advisers, consultants and third parties related to Developer) negligent or intentional acts which exacerbate an Existing Environmental Condition.
iii. the filing or imposition of any environmental or mechanic’s lien against HES resulting from, in connection with, or arising out of the performance and completion of Remedial Work. This indemnity from Developer does not apply to any Loss due to (i) the Town’s, or the Town’s Indemnitees’ violation of any Environmental Law or their negligent or intentional acts or omissions, (ii) claims arising from the Town’s fraud, misrepresentation, and/or breach of warranties or covenants made in this Agreement relating thereto and (iii) claims made by third parties for loss or personal injury arising out of Existing Environmental Conditions.
Developer Indemnification. The Developer shall indemnify and hold harmless the Village, its agents, officers and employees against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses (including any liabilities, judgments, costs and expenses and reasonable attorney’s fees) which may be asserted against or incurred by the Village and which arise, directly or indirectly from (i) the failure of the Developer or any contractor, subcontractor or agent or employee thereof (so long as such contractor, subcontractor or agent or employee thereof is hired by the Developer) to timely pay any contractor, subcontractor, laborer or materialman; (ii) any default or breach of the terms of this Agreement by the Developer; or, (iii) any negligence or reckless or willful misconduct of the Developer. The Developer shall, at its own cost and expense, appear, defend and pay all charges of attorneys, costs and other expenses arising therefrom or incurred in connection therewith. Notwithstanding any of the foregoing, if any judgment shall be rendered against the Village, its agents, officers, officials or employees in any such action, the Developer shall have no obligation whatsoever, with respect to any acts of negligence or reckless or willful misconduct on the part of the Village or any of its officers, agents, employees or contractors.
Developer Indemnification. Developer agrees to defend, indemnify and hold HA harmless from and against any and all liabilities, losses, costs, expenses (including attorneys’ fees), causes of action, suits, claims, damages, demands, judgments or expenses from any and all claims, actions, or suits of any nature whatsoever that may be imposed upon, incurred by, or asserted against HA by reason of this Agreement,. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof.
Developer Indemnification. The Developer will pay, and protect, indemnify and save the City (including members, directors, officials, officers, agents, attorneys and employees thereof) harmless from and against, all liabilities, losses, damages, costs, expenses (including attorneys’ fees and expenses of the City), causes of actions, suits, claims, demands and judgments of any nature arising from or relating to:
(i) Violation by the Developer of any agreement or condition of this Agreement;
(ii) Violation of any contract, agreement or restriction by the Developer relating to the Project, or any part thereof, in connection with the implementation of or effectuation of this Agreement;
(iii) Violation of any law, ordinance or regulation by the Developer arising out of the ownership, occupancy or use of the Project, or a part thereof;
(iv) Any act, failure to act, or misrepresentation by the Developer, or any of the Developer’s agents, contractors, servants, employees or licensees related to this Agreement; and
Developer Indemnification. DEVELOPER agrees to indemnify FRANCHISOR, including its officers, directors, employees and stockholders and save and hold FRANCHISOR harmless from, against, for and in respect of any and all damages, losses, obligations, liabilities, claims, deficiencies, costs and expenses, including, without limitation, reasonable attorney's fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (herein referred to as "FRANCHISOR's Losses") suffered, sustained, incurred or required to be paid by FRANCHISOR, by reason of any representation, act, commission or omission of DEVELOPER, its agents, servants, employees, with respect to, or in connection with, DEVELOPER's obligations and the establishment and operation of each of the FRANCHISED STORES, including any injury to, or loss of property of, any customer or employee of any of the FRANCHISED STORES, or any failure by DEVELOPER to observe or perform its covenants and obligations as set forth in this Agreement; provided, however, that this indemnification obligation shall not arise to the extent FRANCHISOR's losses result from FRANCHISOR's (including its agents' or employees') negligent or wrongful act or failure to act. All of FRANCHISOR's Losses shall be satisfied by cash payments from DEVELOPER to FRANCHISOR. DEVELOPER shall, in writing, notify FRANCHISOR immediately as to any suit, action, investigation, claim or proceeding for which indemnification might be claimed by FRANCHISOR. Upon receipt of any notice of suit, action, investigation, claim or proceeding for which indemnification might be claimed by FRANCHISOR, FRANCHISOR shall be entitled promptly to defend, prosecute, settle, contest or otherwise protect itself, by counsel of its own choosing, at DEVELOPER's sole cost and expense. DEVELOPER shall have the right to select its own counsel, provided, that attorneys' fees and costs for such counsel are paid by DEVELOPER. FRANCHISOR shall be entitled to control the defense or prosecution thereof, unless FRANCHISOR has consented in writing to allow DEVELOPER to control the litigation.
Developer Indemnification. DEVELOPER agrees to indemnify FRANCHISOR, including its officers, directors, employees and stockholders and save and hold FRANCHISOR harmless from, against, for and in respect of any and all damages, losses, obligations, liabilities, claims, deficiencies, costs and expenses, including, without limitation, reasonable attorney's fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (herein referred to as "FRANCHISOR's Losses") suffered, sustained, incurred or required to be paid by FRANCHISOR, by reason of any representation, act, commission or omission of DEVELOPER, its agents, servants, employees, with respect to, or in connection with, DEVELOPER's obligations the establishment and operation of each of the FRANCHISED STORES, including any injury to, or loss of property of, any customer or employee of any of the FRANCHISED STORES, or any failure by DEVELOPER to observe or perform its covenants and obligations as set forth in this Agreement; provided, however, that this indemnification obligation shall not arise to the extent FRANCHISOR's losses result from FRANCHISOR's (including its agents' or employees') negligent or wrongful act or failure
Developer Indemnification. Developer hereby indemnifies, holds harmless and agrees to defend the Indemnitees from and against (A) all claims, demands, causes of action asserted against any Indemnitee by any person if the claim, demand or cause of action directly or indirectly relates to any claim, litigation, investigation or proceeding arising from or related to (i) a claim, demand or cause of action that the person has or asserts against Developer; (ii) the payment of any commission, charge or brokerage fee incurred in connection with this Agreement and the Documents; (iii) any act or omission of Developer, any contractor, subcontractor, architect, engineer, or material supplier, vendor or other person with respect to the Property and/or the Project; or (iv) any claim or cause of action of any kind by any person which would have the effect of denying Indemnitees the full benefit or protection of any provision of any document (excluding charges and assessments by governmental agencies imposed upon Monroe in the normal course of Monroe's business); and (B) all liabilities, losses and other costs (including court costs and attorneys' fees) incurred by any Indemnitee as a result of any claim, demand or cause of action described in clause (A) above, except to the extent of loss resulting from each respective Indemnitee's gross negligence or willful misconduct.
Developer Indemnification. Developer hereby indemnifies, holds harmless and agrees to defend the Indemnitees from and against (A) all claims, demands, causes of action asserted against any Indemnitee by any person if the claim, demand or cause of action directly or indirectly relates to any claim, litigation, investigation or proceeding arising from or relating to (i) a claim, demand or cause of action that the person has or asserts against Developer; (ii) the payment of any commission, charge or brokerage fee incurred in connection with this Agreement and the Documents; (iii) any act or omission of Developer, any contractor, subcontractor, architect, engineer, or material supplier, vendor or other person with respect to the Property and/or the Project; or (iv) any claim or cause of action of any kind by any person which would have the effect of denying Indemnitees the full benefit or protection of any provision of any document (excluding charges and assessments by governmental agencies imposed upon BCOI in the normal course of BCOI's business); and (B) all liabilities, losses and other costs (including court costs and attorneys' fees) incurred by any Indemnitee as a result of any claim, demand or cause of action described in clause (A) above, except to the extent of loss proven to result from each respective Indemnitee's sole gross negligence or willful misconduct. The Indemnitees' rights to indemnification shall not be directly or indirectly limited, prejudiced, impaired or eliminated in any way by any finding or allegation that any conduct is active, passive or subject to any other classification or that any Indemnitee is directly or indirectly responsible under any theory of any kind for any act or omission by Developer or any other person. Notwithstanding the foregoing, Developer shall not be obligated to indemnify the Indemnitees with respect to any intentional tort or act of gross negligence which any Indemnitee is personally determined by the judgment of a court of competent jurisdiction (sustained on appeal, if any) to have committed.
