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 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. 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:
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 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:
Developer Indemnification. You agree to indemnify, defend and hold AfterOffice harmless from all damages, liabilities and expenses incurred by AfterOffice as a result of any claim, or judgment against AfterOffice by any third party arising out of, or connected in any manner with, distribution or use of software created by You through the use of Software licensed to You under this Agreement or arising out of breach of this License Agreement. If AfterOffice receives notice of such a claim, AfterOffice will promptly notify You in writing and allow You sole control of the defense of any such claim or action and all negotiations for its settlement and compromise, provided You give adequate assurances that You will diligently pursue resolution of the claim. TRANSFER. This Agreement may not be transferred or assigned without the prior written approval of AfterOffice.
Developer Indemnification. Developer indemnifies and holds harmless Owner from any and all claims, demands, or actions based upon or relating to Products or to services offered by Developer involving use of the Process, or based on the performance or nonperformance of such services, or based upon representations or statements made by Developer or its agents, or other actions of Developer or its agents, with respect to any such Product or service, except for claims, demands or actions caused by the reckless conduct or intentional wrongdoing of Owner.
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 shall indemnify, defend, save, pay, insure and hold Owner, its employees and agents, harmless with respect to any and all suits, claims and liabilities of every kind, nature and description arising out of (i) the construction and development of the Project; (ii) that certain Development Agreement by and between Developer and the Village of Lake Xxxxxx, a municipal corporation, dated December 13, 2004; (iii) acts performed by Developer which are outside of the scope of Developer’s authority under this Agreement; or (iv) failure to complete the development and construction of the Project in compliance with the terms hereof; provided, however, that such indemnity shall not apply to suits, claims, or liabilities to the extent arising out of Owner’s negligence or willful misconduct. Such indemnity shall include all reasonable costs and expenses incurred by such indemnitee arising from any such suit, claim or liability, including all reasonable attorneys’ fees. The obligations of this section shall survive for two (2) years after the earliest to occur of the expiration or termination of this Agreement and Completion.
