Developer Indemnity. Upon the Closing, Developer agrees to indemnify, defend and hold Agency and its officers, employees, agents, representatives and volunteers harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Site which occurs or arises after the Closing, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Site which occurs or arises after the Closing, except those arising out of the negligence or misconduct of Agency or its employees, officers, agents or representatives. This indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity after closing cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment. At the request of Developer, Agency shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that Agency shall not be obligated to incur any expense in connection with such cooperation or assistance.
Developer Indemnity. Without limiting any other obligation of the Developer provided herein, the Developer will indemnify, defend, and save harmless the Corix Group from any and all liabilities, actions, damages, claims, losses, costs, orders, fines, penalties, and expenses (including the full amount of all legal fees and expenses on a solicitor-client basis) which may be paid or incurred by, or asserted against the Corix Group, arising from or in connection with any negligence or wilful misconduct perpetrated by the Developer or anyone for whom it is in law responsible.
Developer Indemnity. Developer will indemnify, defend and hold harmless City for, from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs (collectively, “Claims”) suffered or incurred by City resulting from or arising out of the use of or activities on the Easement Area by Developer, except to the extent caused by the negligence or willful misconduct of City, as established by a court of competent jurisdiction.
Developer Indemnity. The Developer will defend the District and the Town and the Developer shall defend, indemnify, assume all responsibility for and hold the District and the Town, and their respective Board and Council members, officers, agents, and employees, collectively the “Indemnified Parties” or singularly, each an “Indemnified Party”) harmless, including without limitation, for attorney’s fees and costs, from all claims or suits for and damages to property and injuries to persons, including accidental death, that may be caused by any of the Developer’s activities undertaken pursuant to this Agreement.
Developer Indemnity. Except as hereinafter specifically otherwise provided, Developer shall Indemnify the Indemnitees from any third-party Losses arising out of, related to, or in any way connected with any of the following: (i) any City Approval or Subsequent Approval (including any litigation or other proceeding initiated by a third Person challenging any City Approval or Subsequent Approval); (ii) development and construction of the Project (including any Losses associated with any alleged violations of the California Labor Code); (iii) any Governmental Agency Approval (including any litigation or other proceeding initiated by a third Person challenging any Governmental Agency Approval); (iv) any accident, injury, bodily injury, or death, or loss of or damage occurring to Property on any Development Parcel owned/controlled by Developer, either in fee or through a ground lease, or any part thereof; (v) any use, possession, occupation, operation, maintenance, or management of the Project or the Project Site or any part thereof by Developer or any of its tenants, subtenants, agents, or invitees;
Developer Indemnity. In addition to the Developer’s other indemnity obligations set forth elsewhere in this Agreement, to the fullest extent permitted by law, Developer shall indemnify, protect, defend and hold LAUSD and its staff, students, faculty and invited guests harmless from and against any and all claims, losses, costs, loss, attorneys’ fees, damages, expenses and liabilities incurred or arising from any cause in connection with: (i) the Construction of the Project, (ii) the failure of Developer to pay or cause to be paid any Developer Costs, (iii) the failure of Developer to observe or perform any of the terms, covenants or conditions of this Agreement on Developer’s part to be observed or performed and (iv) any claim by a third party that LAUSD is responsible for any actions by Developer in connection with the Construction of the Project (collectively "Liabilities"). Notwithstanding anything to the contrary set forth in this Section 10.3, the provisions of this Section 10.3 shall not apply to the extent that all or part of the Liabilities are due to the negligence, willful misconduct or act or omission of LAUSD or its staff or invitees (provided the same are acting in their official, professional or invited, as applicable, capacity). Xxxxxxxxx agrees to promptly notify LAUSD of the commencement of any litigation or proceedings pending, threatened or commenced in writing (whether or not served) against Developer or any Developer representatives in connection with the matters covered hereby. The provisions of this Section 10.3 shall survive the expiration or sooner termination of this Agreement.
Developer Indemnity. Upon the Closing, Developer agrees to indemnify, defend and hold Agency and its officers, employees, agents, representatives and volunteers harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys’ fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Marketplace Site/500 S. Anaheim Blvd. Site which occurs or arises after the Closing, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Marketplace Site/500 S. Anaheim Blvd. Site which occurs or arises after the Closing, except those arising out of the negligence or misconduct of Agency or its employees, officers, agents or representatives. This indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity after closing cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment. At the request of Developer, Agency shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that Agency shall not be obligated to incur any expense in connection with such cooperation or assistance.
Developer Indemnity. Developer is responsible for using the proceeds of the AHSC Loan and a portion of the AHSC Grant proceeds in the combined aggregate amount of $6,513,864, and other funds as documented in the AHSC Application, to fund the Housing Project and the Transportation Program in accordance with the AHSC Standard Agreements. Developer shall indemnify, defend, protect, and hold harmless the AC Transit and its affiliates, directors, officers, partners, members, agents and employees (each, an “AC Transit Indemnified Party”) against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising out of or in connection with Developer’s, and its agents, contractors and consultants’, performance of or failure to perform its obligations to complete construction and development of the Housing Development and its obligation to fund the Transportation Program, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the AC Transit Indemnified Party be indemnified hereunder for any Claims resulting from such party’s sole negligence or willful misconduct. Xxxxxxxxx agrees to pay all of the costs and expenses of the AC Transit Indemnified Party, including attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any AC Transit Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. Developer and AC Transit shall also each be referred to in this Agreement as an “Indemnitor.”
Developer Indemnity. Developer agrees, from and after the Close of Escrow, to defend, indemnify, protect and hold harmless the City and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Indemnitees") from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions (as defined herein), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined herein) or costs of any kind or nature whatsoever, together with fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), whenever arising, unless caused in whole or in part by any of the Indemnitees, resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials (as defined herein), at, on, in, beneath or from the Public Access Parcels or Sliver Parcel (collectively referred to as "Contamination"). Developer's defense, indemnification, protection and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim or demand regarding the Contamination, at Developer's sole cost.
Developer Indemnity. In consideration of the City becoming a xxxxxx to the Standard Agreement, except for the gross negligence, fraud, active negligence or willful misconduct of the City, or any of its boards, officers, agents, employees, assigns and successors in interest, Developer undertakes and agrees to defend, indemnify and hold harmless the City and any of its Boards, officers, agents, employees, assigns, and successors in interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, reasonable attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the City, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including Developer's employees and agents, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of any material breach by the Developer of its duty under the IIG documents and the Standard Agreement, Disbursement Agreement and Covenant, and other IIG Program agreements relating to the Project and/or of the negligent acts, errors, omissions or willful misconduct incident to the performance of IIG funded activities as described in Exhibit A under this Agreement by Developer or its subcontractors of any tier. Rights and remedies available to the City under this provision are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the City.
