Developer’s Indemnification Sample Clauses

Developer’s Indemnification. The Developer shall protect, defend, indemnify, and save harmless the Owner, Trustee, Tenant, and their respective officers, officials, employees, and agents, from any and all claims, demands, suits, penalties, losses, damages, judgments, or costs of any kind whatsoever (hereinafter "claims"), arising out of or in any way resulting from the Developer's officers, employees, agents, and/or subcontractors of all tiers, acts or omissions, performance or failure to perform this Agreement, to the maximum extent permitted by law. Developer's obligations under this Section 15 of this Agreement shall include, but not be limited to: (i) The duty to promptly accept tender of defense and provide defense to Owner at Developer's own expense. (ii) The duty to indemnify and defend Owner from any claim, demand, and/or cause of action brought by or on behalf of any of Developer's employees, or agents. The foregoing duty is specifically and expressly intended to constitute a waiver of Developer's immunity under California’s industrial insurance act as respects the Owner only, with a full and complete indemnity and defense of claims made by Xxxxxxxxx's employees. The parties acknowledge that these provisions were mutually negotiated and agreed upon by them. (iii) To the maximum extent permitted by law, Developer shall indemnify and defend Owner from and be liable for all damages and injury which shall be caused to owners of property on or in the vicinity of the construction of the Project or which shall occur to any person or persons or property whatsoever arising out of this Agreement, whether or not such injury or damage is caused by negligence of the Developer or caused by the inherent nature of the construction of the Project. (iv) In the event the Owner incurs any judgment, award, and/or costs arising therefrom, including attorneys’ fees, to enforce the provisions of this Section, all such reasonable fees, expenses, and costs shall be recoverable from the Developer. Notwithstanding the provisions contained in this subsection above, Developer's obligation to indemnify Owner shall not extend to any claim, demand or cause of action arising or in connection with the negligence, intentional acts or breach of this Agreement by Owner, Trustee, Tenant or their respective agents or employees.
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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 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 prior ...
Sample 1
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..
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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.
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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.
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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.
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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.
Sample 1
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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.
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Related to Developer’s Indemnification

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

  • Lenders’ Indemnification Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

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