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. 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. 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. The Developer shall indemnify, defend and hold the City harmless from any loss, damages, costs, expense (including reasonable counsel fees) or liability of any nature due to any and all suits, actions, legal or administrative proceedings, demands or claims arising or resulting from injuries to persons or property to the extent proximately caused by Developer’s sole negligence or willful misconduct in the construction, Developer ownership or operation, use or maintenance of the Development.
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. 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.
a. If any claim relating to the matters indemnified against pursuant to this Agreement is asserted against an Indemnified Party that may result in any damage for which any Indemnified Party is entitled to indemnification under this Agreement, then the Indemnified Party shall promptly give notice of such claim to the Developer.
b. Upon receipt of such notice, the Developer shall have the right to undertake, by counsel or representatives of its own choosing, the good faith defense, compromise or settlement of the claim, such defense, compromise or settlement to be undertaken on behalf of the Indemnified Party.
c. The Indemnified Party shall cooperate with the Developer in such defense at the Developer’s expense and provide the Developer with all information and assistance reasonably necessary to permit the Developer to settle and/or defend any such claim.
d. The Indemnified Party may, but shall not be obligated to, participate at its own expense in a defense of the claim by counsel of its own choosing, but the Developer shall be entitled to control the defense unless the Indemnified Party has relieved the Developer from liability with respect to the particular matter.
e. If the Developer elects to undertake such defense by its own counsel or representatives, the District shall give notice of such election to the Indemnified Party within ten (10) days after receiving notice of the claim from the Indemnified Party.
f. If the Developer does not so elect or fails to act within such period of ten (10) days, the Indemnified Party may, but shall not be obligated to, undertake the sole defense thereof by counsel or other representatives designated by it, such defense to be at the expense of the Developer.
g. The assumption of such sole defense by the Indemnified Party shall in no way affect the indemnification obligations of the Developer.
Developer Indemnity. Developer agrees, from and after the Closing Date, 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 City Property (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. Upon and after each Closing, the Developer agrees to indemnify, defend and hold the Agency and City and their respective employees, officers, agents and representatives harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, reasonable 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 during the period of the Developer’s ownership of the Site, 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 during the period of the Developer’s ownership of the Site. This indemnity shall include, without limitation, any damage, liability, fine, penalty, 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 the Developer, the Agency shall cooperate with and assist the Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that the Agency shall not be obligated to incur any expense in connection with such cooperation or assistance. 300. DEVELOPMENT OF THE SITE 301. Scope of Development.
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,
Developer Indemnity. Except as hereinafter specifically otherwise provided, Developer shall Indemnify the Indemnitees from any Losses arising out of, related to, or in connection with (i) any City Approval (including any litigation or other proceeding initiated by a third Person challenging any City 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);
