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.
Appears in 2 contracts
Samples: Disposition and Development Agreement, Disposition and Development Agreement
Developer’s Indemnity. The As of the Date of Agreement, Developer shall defend, indemnify, assume all responsibility for, indemnify and hold the Indemnitees, 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 to the extent caused by any negligent acts or omissions of the Developer under this Agreement and/or with respect to the development, ownership and/or operation of the Project City Property 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 AgreementAgreement and/or Closing. 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 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.
Appears in 2 contracts
Samples: Disposition and Development Agreement, Disposition and Development Agreement