Common use of Developer Indemnification Clause in Contracts

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. 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 XxxxxxxxxDeveloper’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. Developer shall indemnify indemnify, defend and hold harmless CityMagento and its Affiliates, and each of Magento and its Affiliates’ respective officers, directors, employees, agents, officers successors and employees assigns against all injuries, deaths, losses, damages, liabilities, deficiencies, claims, suits, liabilitiesactions, judgments, costs and expenses (including any liabilitiessettlements, judgmentsinterest, awards, penalties, fines, costs and or expenses and of whatever kind, including reasonable attorneys’ fees' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, Losses) arising out of or resulting from any third party claim, suit, action or other proceeding related to or arising out of or resulting from: (a) Developer’s breach of any representation, warranty, covenant or obligation under the Master Terms or any Additional Terms; (b) the gross negligence or intentional misconduct of Developer or Developer’s employees or agents; or (c) Developer’s Extension or any External Service infringing any third- party intellectual property right. Magento shall give prompt written notice to Developer of any third party claim for which may arise directly Xxxxxxx seeks indemnification under this paragraph; provided, however, that the failure of Magento to give timely notice hereunder will not affect any rights hereunder, except to the extent that Developer is materially prejudiced by such failure. So long as Developer employs counsel of recognized standing and reasonably acceptable to Magento which counsel pursues the applicable claim diligently and vigorously, Magento shall tender Developer, and Developer shall retain, the sole control over the defense of the indemnified claim and any negotiations for its settlement or indirectly from compromise, including the right to employ counsel to defend any such proceeding, and to compromise, settle or otherwise dispose of the same, if Developer deems it advisable to do so, all at the expense of Developer; provided, that Developer shall not settle, or consent to any entry of judgment in, any proceeding without obtaining either: (i) the failure an unconditional release of Developer Magento (and, if applicable, its Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to timely pay any contractor, subcontractor, laborer all claims underlying such proceeding; or materialman or any claim or cause of action whatsoever brought by a third party arising out of the Project; (ii) the failure prior written consent of Magento, which consent will not be unreasonably withheld or delayed. Magento shall reasonably cooperate with 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 proceeding, at 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. 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 9 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.