Developer’s Indemnification Clause Samples

Developer’s Indemnification. (a) Developer agrees (at Developer's expense) to indemnify, defend and hold harmless Mall II LLC, Mall II Buyer and their respective directors, officers, stockholders, partners, members and employees (the foregoing collectively the "MALL INDEMNITEES") from and against any loss, liability, damage, cost, or expense (including Fees and Costs) which any of them may suffer, or which may be asserted against any of them, in whole or in part by reason of, or in connection with: (i) any bodily injury, sickness, disease or death of or to any person or persons, or any damage to or destruction of property, arising out of or resulting from acts or omissions of Developer, Mall II LLC (to the extent taken or occurring prior to Closing) or Developer's contractors or subcontractors in connection with the Mall Improvements or other construction work relating to the Development, whether on the Phase II Land or elsewhere; (ii) any failure by Developer, Mall II LLC (to the extent occurring prior to Closing) or Developer's contractors or subcontractors to comply with applicable Legal Requirements or insurance requirements; (iii) the use or misuse by Developer, Mall II LLC (to the extent occurring prior to Closing) or Developer's contractors or subcontractors of Hazardous Materials on the Phase II Land; (iv) infringement of patent rights, licensing or royalty agreements, or trade secrets by Developer, Mall II LLC (to the extent occurring prior to Closing) or Developer's contractors or subcontractors in connection with the Mall Improvements or other construction work relating to the Development, whether on the Phase II Land or elsewhere; (v) any liens filed against the Phase II Mall by any Person claiming by, through, or under Developer or Mall II LLC (to 18 the extent relating to claims accruing before Closing); and/or (vi) any claims under Developer's Warranty. (b) Developer shall defend any Legal Proceedings commenced against any of the Mall Indemnitees concerning any matter covered by the foregoing indemnification. Developer shall give Mall II Buyer copies of documents served in any such Legal Proceeding and shall advise Mall II Buyer regularly as to the status of the same. If Developer fails to defend diligently against any such Legal Proceeding, or if Mall II Buyer reasonably believes that Developer's interest in such Legal Proceeding is adverse to Mall II Buyer's interest therein, Mall II Buyer shall have the right (but not the obligation), upon ten (10) Business Day's pri...

Developer’s Indemnification. Developer agrees to indemnify, defend and hold harmless Owner and its Affiliates, and each of their respective directors, officers, employees and shareholders (individually, an “Owner Indemnified Party”) to the fullest extent permitted by law from all liabilities, losses, interest, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees, whether suit is instituted or not, and if instituted, whether incurred at any trial or appellate level or post judgment), assessed against, levied upon, or collected from, Owner Indemnified Party arising from: (i) the fraud, negligence or willful or wanton misconduct of Developer: or (ii) a material breach of this Agreement by Developer. Notwithstanding the foregoing, Developer will not be required to indemnify any Owner Indemnified Party with respect to any liability, loss, damage, cost or expense to the extent that the Owner Indemnified Party is actually reimbursed by the proceeds of insurance maintained pursuant to this Agreement. Developer’s indemnification obligations set forth herein shall survive the termination of this Agreement.

Developer’s Indemnification. The Developer shall indemnify and hold harmless the 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 attorney’s fees) which may arise directly or indirectly from 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; from any default or breach of the terms of this Agreement by the Developer; or from any negligence or reckless or willful misconduct of the Developer or any contractor, subcontractor or agent or employee thereof (so long as such contractor, subcontractor or agent or employee is hired by 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. If any judgment shall be rendered against the City, its agents, officers, officials or employees in any such action, the Developer shall, at its own expense, satisfy and discharge the same. This paragraph shall not apply, and the Developer shall have no obligation whatsoever, with respect to any acts of negligence or reckless or willful misconduct on the part of the City or any of its officers, agents, employees or contractors.

Developer’s Indemnification. 14.2.1 Itochu shall at all times during the term of this Agreement and thereafter indemnify, defend and hold Stason and Oishi, and their respective officers, directors, employees, agents and Affiliates (“Stason and Oishi Parties”), and the successors and assigns of the foregoing, harmless from all expenses, damages, costs and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, payable to third parties as a result of a Third Party claim, suit, or cause of action (collectively, the Stason and Oishi Parties’ “Losses”) arising out of breach by Itochu of any representation, warranty or obligation of Itochu under this Agreement, or by a failure of Itochu, to comply with all Applicable Laws during the term of this Agreement, or negligence or willful misconduct of Itochu. The foregoing indemnification shall not apply to the extent that such Losses arise solely out of the negligence or willful misconduct or illegal acts of the Stason Parties or are subject to indemnification by Stason or are the sole responsibility of Oishi as provided in section 17.16. 14.2.2 Oishi shall at all times during the term of this Agreement and thereafter indemnify, defend and hold Stason and Itochu and their respective officers, directors, employees, agents and Affiliates (“Stason and Itochu Parties”), and the successors and assigns of the foregoing, harmless from all expenses, damages, costs and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, payable to third parties as a result of a Third Party claim, suit, or cause of action (collectively, the Stason and Itochu Parties’ “Losses”) arising out of a breach by Oishi of any representation, warranty or obligation of Oishi under this Agreement, or by a failure of Oishi, to comply with all Applicable Laws during the term of this Agreement, or negligence or willful misconduct of Oishi. The foregoing indemnification shall not apply to the extent that such Losses arise solely out of the negligence or willful misconduct or illegal acts of the Stason Parties or are subject to indemnification by Stason or are the sole responsibility of Itochu as provided in section 17.16..

Developer’s Indemnification. As a material part of the consideration for this Agreement, effective upon Close of Escrow, and to the maximum extent permitted by law, Developer shall indemnify, protect, defend, assume all responsibility for and hold harmless the City and its appointed and elected officials, agents, attorneys, affiliates, employees, contractors and representatives (collectively referred to as the “City Indemnified Parties”), with counsel reasonably acceptable to the City, from and against any and all Claims to the extent caused by the following: (a) The Developer’s marketing, lease or use of the Property in any way; (b) All acts and omissions of Developer in connection with the Project, the Property, or any portion of any of the foregoing; (c) Any plans or designs for Improvements prepared by or on behalf of Developer, including any errors or omissions with respect to such plans or designs; (d) Any loss or damage to the City resulting from any material inaccuracy in or breach of any representation or warranty of Developer, or resulting from any Default, by Developer, under this Agreement; and (e) Any development or construction of any Improvements by Developer, whether regarding the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished to the Property, any Person furnishing the same, or otherwise.

Developer’s Indemnification. TechGenius Solutions Pvt. Ltd. agrees to indemnify, defend, and hold harmless XYZ Enterprises Pvt. Ltd. and its affiliates, officers, agents, and employees from any claims, damages, liabilities, costs, and fees (including reasonable attorney's fees) arising out of the Developer's breach of this Agreement, negligence, willful misconduct, or infringement of intellectual property rights.

Developer’s Indemnification. DEVELOPER agrees to indemnify the CITY, its elected and appointed officials, and its employees and agents, and to defend and hold the CITY harmless, from any liability, loss or damage the CITY may suffer as a result of any claims, demands, costs, or judgments against the CITY arising from DEVELOPER’s activities in the development of the Project, whether such claims or actions be rightfully or wrongfully brought or filed. If a legal action is filed with respect to the subject of indemnity specified in this provision, DEVELOPER agrees that the CITY may employ an attorney of the CITY's own choice to appear and defend the action, on behalf of the CITY at the expense of DEVELOPER. The CITY shall give reasonable notice to DEVELOPER of any claim by third parties covered by this indemnification, which would require a legal defense by the CITY at DEVELOPER’s expense.

Developer’s Indemnification. Developer hereby agrees to indemnify and hold Lot Owner free and harmless from and against any liability, loss, cost or expense arising from and against any liability, loss, cost or expense arising from the breach or failure of any covenant, condition or obligation of the Phase and Lot Interests which occurs prior to the date of this Agreement.