Developer’s Indemnity. To the maximum extent permitted by law, and in addition to any other provisions of this Agreement independently requiring Developer to defend, indemnify, and hold harmless the City, Civic San Diego, and their respective officers, employees, contractors, agents, and attorneys including, without limitation, the Environmental Indemnity (Attachment No. 12), the Ground Lease (Attachment No. 18), and the Right of Entry Agreement (Attachment No. 24), Developer agrees to and shall defend, indemnify and hold harmless City, Civic San Diego, and their respective officers, employees, contractors and agents from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys’ fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or the property of any person resulting or arising from or in any way connected with the following, provided Developer shall not be responsible for (and such indemnity shall not apply to) activities which occurred prior to Close of Escrow, or for any gross negligence or willful misconduct of the City, Civic San Diego or their respective officers, employees, contractors, agents, and attorneys:
1. The existence, release, presence or disposal on, in, or under the Property of any Hazardous Substances resulting from the acts or omissions of Developer, its contractors, subcontractors, agents or other persons acting on Developer's behalf (individually, “Indemnifying Party,” and collectively, “Indemnifying Parties”);
2. The development, construction, marketing, use, operation or condition of the Property and the Improvements by any Indemnifying Party;
3. Any accident, personal injury or casualty on the Property or the Improvements resulting from the acts or omissions of any Indemnifying Party;
4. Any plans or designs for Improvements (collectively, “Plans”) prepared by or on behalf of any Indemnifying Party, including without limitation any errors or omissions with respect to such plans or designs, except in the event that (i) none of the Indemnifying Parties develops the Property pursuant to this Agreement, and
Developer’s Indemnity. The Developer shall defend, indemnify, assume all responsibility for, and hold the Indemnitees, harmless from all claims, demands, damages, defense costs or liability for any damages to property or injuries to persons, including accidental death (including reasonable attorneys’ fees and costs), which may be caused by any acts or omissions of the Developer under this Agreement and/or with respect to the development, ownership and/or operation of the Project by the Developer, whether such activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination or expiration of this Agreement. This indemnity shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive Each Closing. The City and Developer acknowledge and agree that the indemnity obligations set forth in this Section 307.1 shall not apply to any Environmental Liabilities and that such Environmental Liabilities shall be governed solely by Section 208.2 hereof.
Developer’s Indemnity. Developer agrees to indemnify, defend and hold harmless each Owner and its Affiliates and their respective partners, shareholders, directors, Owners, Owners' managing directors, managers, officers, members, employees, agents, successors and assigns (collectively, "Owner Indemnitees") from and against any and all Claims due to Developer's or Developer's employees and agents (which for purposes of this Agreement shall under no circumstances include the Construction Contractor or any independent contractors, consultants or other similar third parties retained by Developer pursuant to this Agreement) willful and material breach of this Agreement, or gross negligence ("Indemnified Owner Matters"). Developer agrees to reimburse Owner Indemnitees for and indemnify Owner Indemnitees against the payment of any monies which Owner Indemnitees are required to pay out in connection with or as any expense (including, without limitation, reasonable attorneys' fees) in defense of any Claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Developer, Owner Indemnitees, or Owner Indemnitees and Developer jointly and/or severally, determined by a court of competent jurisdiction to have been due to, caused by, or arising out of the Indemnified Owner Matters.
Developer’s Indemnity. 11.1 The Developer is to indemnify the Council in respect of any of the following matters arising directly or indirectly in relation to the Development Works, the Development Area or any operations on the Development Area:
11.1.1 the death of, injury to or accident to any person; 11
Developer’s Indemnity. The Developer shall defend, indemnify, assume all responsibility for, and hold the Indemnitees, harmless from all claims, demands, damages, defense costs or liability for any damages to property or injuries to persons, including accidental death (including reasonable attorneys’ fees and costs), which may be caused by any acts or omissions of the Developer under this Agreement and/or with respect to the development, ownership and/or operation of the Project by the Developer, whether such activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination or expiration of this Agreement. Notwithstanding the foregoing, the Developer shall not be liable for property damage or bodily injury to the extent caused by the negligence or acts or omissions of the Indemnitees or arising from or relating to Developer’s construction of the WIG Component which liability shall be governed by the Successor Agency Reimbursement Agreement, if enforceable or, if not, then the Reimbursement Agreement. This indemnity shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing. The City and Developer acknowledge and agree that the indemnity obligations set forth in this Section 307.1 shall not apply to any Environmental Liabilities and that such Environmental Liabilities shall be governed solely by Section 208.2 hereof.
Developer’s Indemnity. In addition to, and not to the exclusion or prejudice of, any other provisions of this Agreement, DEVELOPER shall indemnify and hold VILLAGE, its officers, agents and employees harmless, and shall defend the same, from and against any and all liability, claims, loss damages, interest, actions, suits, judgments, costs, expenses, attorneys' fees and the like, to whomsoever owned and whomsoever and whensoever brought or obtained, which may in any manner result from or arise in the course of or out of the performance of the work and this Agreement, expressly including, though not limited to: negligence and the breach of any duty whether imposed by statute, ordinance, regulation, order, decree of law, or by contract, on the part of DEVELOPER or its officers, employees, agents, workmen, or independent contractors, in carrying out the work and in supervising and safeguarding the same in any respect whatever, the infringement of any patent, trademark, trade name, or copyrights claims arising under any law including Workmen's Compensation Law. In every such case where judgment is recovered against DEVELOPER, if notice has been given to DEVELOPER of the pendency of suit within ten (10) days after its commencement, the judgment shall be conclusive upon DEVELOPER, not only as to the amount of damages, but also as to its liability to VILLAGE.
Developer’s Indemnity. Developer agrees that it shall indemnify and hold harmless Contractor, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Contractor Indemnified Parties”) from and against any and all Claims incurred by the Contractor Indemnified Parties to the extent arising from or out any injury to or death of any person or loss or damage to property of any person to the extent arising out of Developer’s negligence or willful misconduct. Developer also indemnifies and holds harmless Contractor and its permitted successors and assigns any Claims to the extent arising from or out of Developer’s material breach of its obligations under this Agreement. Developer shall not, however, be required to reimburse or indemnify any Contractor Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Contractor Indemnified Party.
Developer’s Indemnity. Developer agrees to indemnify and hold harmless Owner 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), threatened or assessed against, levied upon collected from or incurred by Owner arising from the default by Developer of any of its obligations hereunder, negligence, gross negligence or willful or wanton misconduct of Developer or any of the agents or employees of Developer. Notwithstanding the foregoing, Developer will not be required to indemnify Owner with respect to any liability, loss, damage, cost or expense to the extent that the same are adequately covered by proceeds of insurance maintained on the Project and Owner receives payment of such proceeds.
Developer’s Indemnity. To the maximum extent permitted by law, and in addition to any other provisions of this Agreement independently requiring Developer to defend, indemnify, and hold harmless the Agency, the City of San Diego, the Southeastern Economic Development Corporation, Inc., and their respective officers, employees, contractors and agents, including, without limitation, the Environmental Indemnity (Attachment No. 8) and the Right of Entry Agreement (Attachment No.
Developer’s Indemnity. To the full extent permitted by law, Developer shall indemnify, defend and hold harmless Authority, and any and all of its employees, officials and agents (the Indemnitees) from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, compliance with applicable federal and state labor standards, regulatory proceedings, losses, expenses or cost of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest or defense costs, including expert witness fees), where the same arise out of, are a consequence of, or are in any attributable to, in whole or in part, the performance of this Agreement by Developer, or by any individual or entity that Developer shall bear the legal liability thereof including but not limited to officers, agents, employees or contractors of Developer. Without affecting the rights of Indemnitees under any provisions of this Agreement, Developer shall not be required to indemnify and hold harmless lndemnitees for liability attributable to the active negligence of Indemnitees, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where Indemnitees are shown to have been actively negligent and where lndemnitees' active negligence accounts for only a percentage of the liability involved, the obligation of Developer will be for that entire portion or percentage of liability not attributable to the active negligence of Indemnitees. Xxxxxxxxx agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every contractor or any other person or entity involved by, for, with or on behalf of Developer in the in the performance of this Agreement. In the event Developer fails to obtain such indemnity obligations from others as required here, Xxxxxxxxx agrees to be fully responsible according to the terms of this Section 5.9.2. Failure of Indemnitees to monitor compliance with these requirements imposes no additional obligations on Indemnitees and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth here is binding on the successors, assigns or heirs of Developer and shall survive the termination of thisAgreement or this Section 5.9.2.
