Indemnification by Developer. The Developer shall indemnify, defend and hold harmless Canon, its affiliates and their respective directors, officers, employees and agents from any and all claims, actions, suits or proceedings (and the Developer shall promptly notify Canon of any such events) including any and all damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or in connection with (1) the Developer's distribution of the SDK as part of the Developer Software (2) any breach or infringement of any copyright, trademark, patent or other Intellectual Property Rights of any third party arising out of or in connection with the use of the SDK in connection with the Developer Software (3) any non- compliance by the Developer with the terms of this Agreement.
Indemnification by Developer. (a) Developer shall defend, indemnify and hold harmless the City and each of its officers, agents, employees, contractors, subcontractors, attorneys and consultants (collectively the “Indemnitees” and individually an “Indemnitee”) from and against any and all liabilities, losses, damages, costs, expenses, claims, obligations, penalties and causes of action (including reasonable fees and expenses for attorneys, paralegals, expert witnesses, environmental consultants and other consultants at the prevailing market rate for such services) whether based upon negligence, strict liability, statutory liability, absolute liability, product liability, common law, misrepresentation, contract, implied or express warranty or any other principle of law, and whether or not arising from third party claims, that are imposed upon, incurred by or asserted against Indemnitees or which Indemnitees may suffer or be required to pay and which arise out of or relate in any manner to any of the following: (1) Developer’s development, construction, ownership, possession, use, condition or occupancy of the Project or any part thereof; (2) Developer’s operation or management of the Project or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at the Project or any part thereof by or on behalf of Developer or enforcement of any liens with respect thereto; (4) any personal injury, death or property damage suffered or alleged to have been suffered by Developer (including Developer’s employees, agents or servants), or any third person as a result of any action or inaction of Developer; (5) any work or things whatsoever done in, or at the Project or any portion thereof, or off-site pursuant to the terms of this Agreement by or on behalf of Developer; (6) the condition of any building, facilities or improvements at the Project or any non-public street, curb or sidewalk at the Project, or any vaults, tunnels, malls, passageways or space therein; (7) any breach or default on the part of Developer for the payment, performance or observance of any of its obligations under all agreements entered into by Developer or any of its Affiliates relating to the performance of services or supplying of materials to the Project or any part thereof; (8) any act, omission or negligence of any tenant, or any of their respective agents, contractors, servants, employees, licensees or other tenants at the Project; (9) any failure of Developer to comply with al...
Indemnification by Developer. The Developer shall indemnify, defend and hold Canon harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or in connection with the Developer's distribution of the Software as part of the Developer Software Package and the Developer shall promptly notify Canon of any such claim . The Developer in particular agrees that it shall fully indemnify and hold Canon harmless for any breach of copyright or othe r intellectual property rights of any third party arising out of the combination between the Software and the other software contained in the Developer Software Package.
Indemnification by Developer. In addition to the indemnification required in subsection 10.1 above and Section 17.21.110 of the Fruita Municipal Code, the Developer hereby expressly agrees to indemnify and hold the City harmless from and against all claims, costs and liability of every kind and nature, for injury or damage received or sustained by any person or entity, excluding City officers, agents or employees, in connection with, or on account of the performance of work within the Subdivision and elsewhere by such parties, or their agents, contractors or employees pursuant to this Agreement. The Developer further agrees to aid and defend the City in the event that the City is named as a defendant in any action concerning the performance of work by the Developer, or its agents, contractors or employees pursuant to this Agreement except where such suit is brought by the Developer. The Developer shall not be considered an agent or employee of the City for any purpose.
Indemnification by Developer. Except to the extent they are caused by the gross negligence, illegal conduct, or willful misconduct of the Town or the Trustees, or their officers, directors, agents, or employees, Developer shall indemnify, defend, and hold harmless the Town and the Trustees, and their officers, officials, agents, employees, and contractors, against any and all liability, actions, damages, claims, demands, judgments, losses, costs, reasonable expenses, and fees, including reasonable attorneys’ fees, to the extent such losses relate to injury or death to persons loss or damage to property, or environmental harm or damage (collectively, “Losses”), and Developer will defend the Town and the Trustees and their officers, officials, agents, employees, and contractors in any court or administrative action or proceeding, and any appeal thereof, in connection with such Losses, whether or not finally adjudicated and including any settlement thereof, provided such Losses result from or arise out of any act, omission, negligence or other fault of Developer, any Related Party, or any of Developer’s or any Related Party’s officers, directors, members, agents, employees, and/or contractors, and further provided such Losses arise out of or occur in connection with this Agreement, or the construction, operation, maintenance, repair, decommissioning, or removal of the Project, or any restoration activity associated with the Project. In the event a claim, action, demand, suit, or proceeding is instituted against the Town or the Trustees by any third party for a money judgment only, pursuant to which the Town or the Trustees is entitled to be indemnified hereunder, the Town or the Trustees shall immediately notify Developer in writing and contemporaneously provide Developer a copy of the written document(s) presented by such third party.
Indemnification by Developer. Except as otherwise herein provided, the Developer agrees to indemnify, defend and hold the Customer and its agents, officers, directors, lawyers, and accountants harmless from and against any and all losses, claims, demands, damages, liabilities, costs and expenses, including but not limited to, reasonable attorneys' fees and costs of any legal action (but excluding consequential damages) arising from the Developer's gross negligence in the course of providing the Services under this agreement. In no event will the Developer be liable for lost or damaged data, loss of business, or anticipatory profits, or any other consequential or incidental damages resulting from the use or operation of the Services or the maintenance thereof.
Indemnification by Developer. Developer hereby agrees to indemnify, defend and hold harmless the County and its respective officers, employees, elected or appointed officials, and their respective successors and assigns (“County Indemnitees”) from any and all loss or damage, claims, demands, liability, fines, penalties, liens, actions, causes of action, and suits (“Damages”) against the County asserted by a third- party by reason of bodily injuries, death, or material damage to tangible property including, without limitation, claims for attorneys’ fees, professional fees, court costs, expenses, and disbursements to the extent directly or indirectly arising out of the (i) negligence, willful or intentional conduct of Developer or any of its employees, agents, contractors or subcontractors in the construction and operation of the Project; and (ii) Developer’s failure to comply with any applicable law, rule, regulation or permit; and (iii) Developer’s breach of any of its obligations under this Agreement; and (iv) Developer’s Collector Lines, Project, Project Facilities, Towers, Transmission Lines, or Wind Turbines, construction or work relating to the Project Facilities or Project development plan, installation or maintenance of Collector Lines and Transmission Lines, and/or Developer’s performance of work during construction of the Project. This indemnity shall not apply to any Damages to the extent caused by the County’s breach of this Agreement, the County’s failure to comply with any applicable law, rule, regulation, or permit; or the negligence, willful or intentional misconduct of the County Indemnitees.
Indemnification by Developer. The Developer shall indemnify and hold the City, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any negligent or intentional act or omission of the Developer, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (the Developer’s employees included) or any other element of damage of any kind or nature, to the extent relating to or connected with the Property or to the extent arising from the activities contemplated under this Development Agreement, save and except claims for damages arising through the gross negligence or willful misconduct of the City. The Developer shall defend, at its expense, including attorneys’ fees, the City, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. The City may in its discretion participate in the defense of any such legal action.
Indemnification by Developer. Developer shall indemnify and hold SCEA harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with (i) a breach of any of the provisions of this Agreement; or (ii) infringement of a third party's intellectual property rights by Developer; or (iii) any claims of or in connection with any personal or bodily injury (including death) or property damage, by whomever such claim is made, arising out of, in whole or in part, the development, testing and/or use of any of the Licensed Products (or portions thereof) unless due directly to the breach of SCEA in performing any of the specific duties and/or providing any of the specific services required of it hereunder, or (iv) any federal, state or foreign civil or criminal actions relating to the development and/or testing of Licensed Products. SCEA shall give prompt written notice to Developer of the assertion of any such indemnified claim, and, with respect to third party claims, actions or proceedings against SCEA, SCEA shall have the right to select counsel for SCEA and reasonably control tire defense and/or settlement thereof. Subject to the above, Developer shall have the right, at its discretion, to select its own counsel, to commence and prosecute at its own expense any lawsuit, to reasonably control the defense and/or settlement thereof or to take such other action with respect to claims, actions or proceedings by or against Developer. SCEA shall retain the right to approve any settlement. SCEA shall provide Developer, at no expense to SCEA, reasonable assistance and cooperation concerning any such matter, and SCEA shall not agree to the settlement of any such claim, action or proceeding (other than third party claims, actions or proceedings against SCEA) without Developer's prior written consent. If in the reasonable judgment of SCEA, Developer is financially unable to conduct a reasonable defense of any such action, then SCEA may undertake complete control of such action upon notice to Developer, while reserving SCEA's right to obtain full restitution of all of its fees and costs, including reasonable attorneys' fees and experts' fees, under this Section from Developer.
Indemnification by Developer. Developer shall defend, indemnify and hold harmless the City, its elected and appointed officers, agents and employees (the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, including court costs and reasonable attorneys’ fees by reason of, or resulting from, or arising out of the financing, design, engineering, solicitation of bids, award of contracts, administration of contracts and construction of the Acquisition Improvements by the Developer, its employees, agents, independent contractors and/or representatives; provided that any claims for personal injury or property damage which relate to the Improvements shall be limited to those arising out of personal injury or property damage caused by actions or omissions by Developer or Developer’s employees, agents, independent contractors or representatives which occurred during the period prior to the transfer of title to the Acquisition Improvements by City, whether or not a claim is filed prior to the date of acceptance of the Acquisition Improvements. Nothing in this Section 11 shall limit in any manner the rights of the City against any of the architects, engineers, contractors or other consultants employed by the Developer which has performed work in connection with construction or financing of the Acquisition Improvements. Notwithstanding the foregoing, Developer shall have no obligation to defend, indemnify or hold harmless the Indemnified Parties from and against any claims, liabilities, losses or damages (including court costs and attorneys’ fees) which result from or arise out of the sole negligence or willful misconduct of an Indemnified Party. Except as set forth in this Section 11, no provision of this Agreement shall in any way limit the extent of the responsibility of Developer for payment of damages resulting from the operations of the Developer, its agents, employees or contractors.
