Common use of Indemnification by Developer Clause in Contracts

Indemnification by Developer. (a) Developer shall defend, indemnify and hold harmless City, EDC and each of their officers, agents and employees (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 and other consultants at the prevailing market rate for such services) whether based upon negligence, strict liability, absolute liability, product liability, misrepresentation, contract, implied or express warranty or any other principal of law, 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 occurring prior to the Termination Date: (1) Developer’s ownership, possession, use, condition or occupancy of the Casino Complex or any part thereof or any Improvement thereon; (2) Developer’s operation or management of the Casino Complex or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at the Casino Complex 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), the Casino Complex Operator/Managers (including their 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 Casino Complex 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 Casino Complex or any non-public street, curb or sidewalk at the Casino Complex, 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 Casino Complex 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; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with counsel it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall not be deemed reasonably satisfactory to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to City or EDC; (ii) within the five (5) years immediately preceding such selection performed legal work for City or EDC which in their respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.

Indemnification by Developer. (a) Developer shall defend, indemnify and hold harmless City, EDC the City and each of their its officers, agents agents, employees, contractors, subcontractors, attorneys and employees 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 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 principal 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 occurring prior to the Termination Datefollowing: (1) Developer’s development, construction, ownership, possession, use, condition or occupancy of the Casino Complex Project or any part thereof or any Improvement thereonthereof; (2) Developer’s operation or management of the Casino Complex Project or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at the Casino Complex 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), the Casino Complex Operator/Managers (including their 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 Casino Complex 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 Casino Complex Project or any non-public street, curb or sidewalk at the Casino ComplexProject, 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 Casino Complex 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 tenantstenants at the Project; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements; (10) Developer’s acts or omissions with respect to the RFQ/P and/or the casino selection process conducted by the City; (11) any breach of any warranty or the inaccuracy of any representation made by Developer contained or referred to in this agreement or in any certificate or other writing delivered by or on behalf of Developer pursuant to the terms of this Agreement; and (12) the environmental condition of any property (including the presence of any hazardous or regulated substance in, on, under or adjacent to such property) on which the Project is located; (13) the release of any hazardous or regulated substance to the environment arising or resulting from 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; (14) the operation or use of the Project, whether or not intended, in violation of any law addressing the protection of the environment or the projection of public health; and (15) any breach or failure by Developer to perform any of its covenants or obligations under this Agreement. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with legal counsel it selects provided that such legal counsel is reasonably satisfactory to Indemnitee. Such legal counsel shall not be deemed reasonably satisfactory to Indemnitee if legal counsel has: (i) a legally cognizable conflict of interest with respect to City or EDCthe City; (ii) within the five (5) years immediately preceding such selection performed legal work for the City or EDC which in their its respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing the City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by legal counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.

Indemnification by Developer. (a) Developer shall defend, indemnify and hold harmless City, EDC and each of their officers, agents and employees (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 and other consultants at the prevailing market rate for such services) whether based upon negligence, strict liability, absolute liability, product liability, misrepresentation, contract, implied or express warranty or any other principal of law, 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 occurring prior to the Termination Date: (1) Developer’s 's ownership, possession, use, condition or occupancy of the Casino Complex or any part thereof or any Improvement thereon; (2) Developer’s 's operation or management of the Casino Complex or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at the Casino Complex 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 's employees, agents or servants), the Casino Complex Operator/Managers (including their 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 Casino Complex 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 Casino Complex or any non-public street, curb or sidewalk at the Casino Complex, 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 Casino Complex 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; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s 's sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with counsel it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall not be deemed reasonably satisfactory to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to City or EDC; (ii) within the five (5) years immediately preceding such selection performed legal work for City or EDC which in their respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.

Indemnification by Developer. (a) On and after the Effective Date of this Agreement, Developer shall defend, indemnify and hold harmless City, EDC and each of their officers, agents and employees (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 without limitation, reasonable fees and expenses for attorneys, paralegals, expert witnesses and other consultants at the prevailing market rate for such services) whether based upon negligence, strict liability, absolute liability, product liability, misrepresentation, contract, implied or express warranty or any other principal of law, 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 occurring prior to the Termination Date: (1) Developer’s the ownership, possession, use, condition or occupancy of the Casino Complex Development or any part thereof or any Improvement thereon; (2) Developer’s the operation or management of the Casino Complex Development or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at on the Casino Complex Development 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 's employees, agents or servants), the Casino Complex Operator/Managers (including their employees, agents or servants) or any third person as a result of any action or inaction of the Developer; (5) any work or things whatsoever done in, or at on the Casino Complex Development or any portion thereof, or off-site pursuant to the terms of this Agreement by or on behalf of DeveloperAgreement; (6) the condition of any building, facilities or improvements at Improvements on the Project Premises or the Temporary Casino Complex Site or any non-public street, curb or sidewalk at on the Project Premises or the Temporary Casino ComplexSite, 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 Casino Complex Development or any part thereof; (8) any act, omission or negligence of any tenantSpace Tenant, or any of their respective agents, contractors, servants, employees, licensees or other tenants; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s 's sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with counsel it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall not be deemed reasonably satisfactory to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to City or EDC; (ii) within the five (5) years immediately preceding such selection performed legal work for City or EDC which in their respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.

Indemnification by Developer. (a) Developer shall defend, indemnify and hold harmless City, EDC the City and each of their its officers, agents agents, employees, contractors, subcontractors, attorneys and employees 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 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 principal 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 occurring prior to the Termination Datefollowing: (1) Developer’s development, construction, ownership, possession, use, condition or occupancy of the Casino Complex Project or any part thereof or any Improvement thereonthereof; (2) Developer’s operation or management of the Casino Complex Project or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at the Casino Complex 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), the Casino Complex Operator/Managers (including their 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 Casino Complex 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 Casino Complex Project or any non-public street, curb or sidewalk at the Casino ComplexProject, 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 Casino Complex 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 tenantstenants at the Project; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements; (10) Developer’s acts or omissions with respect to the RFQ/P and/or the casino selection process conducted by the City; (11) any breach of any warranty or the inaccuracy of any representation made by Developer contained or referred to in this agreement or in any certificate or other writing delivered by or on behalf of Developer pursuant to the terms of this Agreement; and (12) the environmental condition of any property (including the presence of any hazardous or regulated substance in, on, under or adjacent to such property) on which the Project is located; (13) the release of any hazardous or regulated substance to the environment arising or resulting from 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; (14) the operation or use of the Project, whether or not intended, in violation of any law addressing the protection of the environment or the projection of public health; and (15) any breach or failure by Developer to perform any of its covenants or obligations under this Agreement. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer Xxxxxxxxx has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with legal counsel it selects provided that such legal counsel is reasonably satisfactory to Indemnitee. Such legal counsel shall not be deemed reasonably satisfactory to Indemnitee if legal counsel has: (i) a legally cognizable conflict of interest with respect to City or EDCthe City; (ii) within the five (5) years immediately preceding such selection performed legal work for the City or EDC which in their its respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing the City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by legal counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.

Indemnification by Developer. (a) Developer a)Developer shall defend, indemnify and hold harmless City, EDC the City and each of their its officers, agents and employees whether appointed or elected, agents, employees, contractors, subcontractors, attorneys, 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 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 principal 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 to the extent they arise out of or relate in any manner to any of the following occurring prior to the Termination Datefollowing: (1) Developer’s development, construction, ownership, maintenance, possession, use, condition condition, occupancy or occupancy Abandonment of the Casino Complex Project, of the Development Property, or any part thereof or any Improvement thereonthereof; (2) Developer’s operation or management of the Casino Complex Project, the Development Property or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at the Casino Complex 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 Xxxxxxxxx (including Developer’s employees, agents or servants), the Casino Complex Operator/Managers (including their employees, agents or servants) or any third person as a result of any action or inaction of Developer; (5) any work Work or things whatsoever done in, or at the Casino Complex 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 on the Casino Complex Development Property or any non-public street, curb or sidewalk at the Casino ComplexProject, 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 Casino Complex 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[Reserved]; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements. In case Requirements of Law or any action Development Approval; (10) any breach of any warranty or proceeding shall be brought against the inaccuracy of any Indemnitee based upon representation made by Developer contained or referred to in this Agreement or in any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action certificate or proceeding other writing delivered by or on behalf of Developer pursuant to the terms of this Agreement; (11) the environmental condition of the Development Property (including the presence of any Indemnitee hazardous or regulated substance in, on, under or adjacent to such property) on which the Project is located except for those existing on the City-Owned Parcel prior to the Effective Date of this Agreement; (12) the release of any hazardous or regulated substance to the environment arising or resulting from any Work or things whatsoever done in or at Developer’s sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings the Project or any portion thereof, or in or at off-site improvements or facilities used or constructed in connection therewith and will furnish Indemnitee with copies the Project pursuant to the terms of all papers served this Agreement by or filed therein, irrespective on behalf of by whom served or filed. Developer shall defend such action with counsel it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall not be deemed reasonably satisfactory to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to City or EDCDeveloper; (ii13) within the five operation or use of the Project, whether or not intended, in violation of any law addressing the protection of the environment or public health; (514) years immediately preceding such selection performed any breach or failure by Developer to perform any of its covenants or obligations under this Agreement; and (15) any legal work for City or EDC which in their respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented challenge brought by any Person relating in any such action way to the effectiveness of this Agreement, the process by counsel which this Agreement was entered into or approved, the request for proposals for the proposed casino development in the City, the Certification process, the Development Approval, the authority of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right City to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably requestthis Agreement, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claimcompliance of this Agreement with the provisions of the Act or the Sports Wagering Act, liability or judgmentthe implementation of any provision of this Agreement, in each case, brought after the Effective Date of this Agreement.

Indemnification by Developer. (a) Developer shall defend, indemnify and hold harmless City, EDC and each of their officers, agents and employees (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 and other consultants at the prevailing market rate for such services) whether based upon negligence, strict liability, absolute liability, product liability, misrepresentation, contract, implied or express warranty or any other principal of law, 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 occurring prior to the Termination Date: (1) Developer’s 's ownership, possession, use, condition or occupancy of the Casino Complex or any part thereof or any Improvement improvement thereon; (2) Developer’s 's operation or management of the Casino Complex or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at the Casino Complex 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 's employees, agents or servants), the Casino Complex Operator/Managers (including their 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 Casino Complex 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 Casino Complex or any non-public street, curb or sidewalk at the Casino Complex, 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 Casino Complex 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; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s 's sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with counsel it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall not be deemed reasonably satisfactory to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to City or EDC; (ii) within the five (5) years immediately preceding such selection performed legal work for City or EDC which in their respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.

Indemnification by Developer. (a) On and after the Effective Date of this Agreement, Developer shall defend, indemnify and hold harmless City, EDC and each of their officers, agents and employees (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 without limitation, reasonable fees and expenses for attorneys, paralegals, expert witnesses and other consultants at the prevailing market rate for such services) whether based upon negligence, strict liability, absolute liability, product liability, misrepresentation, contract, implied or express warranty or any other principal of law, 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 occurring prior to the Termination Date: (1) Developer’s the ownership, possession, use, condition or occupancy of the Casino Complex Development or any part thereof or any Improvement thereon; (2) Developer’s the operation or management of the Casino Complex Development or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at on the Casino Complex Development 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 's employees, agents or servants), the Casino Complex Operator/Managers (including their employees, agents or servants) or any third person as a result of any action or inaction of the Developer; (5) any work or things whatsoever done in, or at on the Casino Complex Development or any portion thereof, or off-off- site pursuant to the terms of this Agreement by or on behalf of DeveloperAgreement; (6) the condition of any building, facilities or improvements at Improvements on the Project Premises or the Temporary Casino Complex Site or any non-public street, curb or sidewalk at on the Project Premises or the Temporary Casino ComplexSite, 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 Casino Complex Development or any part thereof; (8) any act, omission or negligence of any tenantSpace Tenant, or any of their respective agents, contractors, servants, employees, licensees or other tenants; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s 's sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with counsel it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall not be deemed reasonably satisfactory to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to City or EDC; (ii) within the five (5) years immediately preceding such selection performed legal work for City or EDC which in their respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.

Indemnification by Developer. (a) On and after the Effective Date of this Agreement, Developer shall defend, indemnify and hold harmless City, EDC and each of their officers, agents and employees (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 without limitation, reasonable fees and expenses for attorneys, paralegals, expert witnesses and other consultants at the prevailing market rate for such services) whether based upon negligence, strict liability, absolute liability, product liability, misrepresentation, contract, implied or express warranty or any other principal of law, 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 occurring prior to the Termination Date: (1) Developer’s the ownership, possession, use, condition or occupancy of the Casino Complex Development or any part thereof or any Improvement thereon; (2) Developer’s the operation or management of the Casino Complex Development or any part thereof; (3) the performance of any labor or services or the furnishing of any material for or at on the Casino Complex Development 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 Developer s employees, agents or servants), the Casino Complex Operator/Managers (including their employees, agents or servants) or any third person as a result of any action or inaction of the Developer; (5) any work or things whatsoever done in, or at on the Casino Complex Development or any portion thereof, or off-site pursuant to the terms of this Agreement by or on behalf of DeveloperAgreement; (6) the condition of any building, facilities or improvements at Improvements on the Project Premises or the Temporary Casino Complex Site or any non-public street, curb or sidewalk at on the Project Premises or the Temporary Casino ComplexSite, 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 Casino Complex Development or any part thereof; (8) any act, omission or negligence of any space tenant, or any of their respective agents, contractors, servants, employees, licensees or other tenants; ; and (9) any claim by a third party relating to or arising from any failure of Developer to comply with all Governmental Requirements. In case any action or proceeding shall be brought against any Indemnitee based upon any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s Developer s sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings in connection therewith and will furnish Indemnitee with copies of all papers served or filed therein, irrespective of by whom served or filed. Developer shall defend such action with counsel it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall not be deemed reasonably satisfactory to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to City or EDC; (ii) within the five (5) years immediately preceding such selection performed legal work for City or EDC which in their respective reasonable judgment was inadequate; or (iii) frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall have the right, but not the obligation, at its own cost, to be represented in any such action by counsel of its own choosing, but Developer and its counsel shall control such defense and shall not be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend or concede any claim or liability against which it is obligated to indemnify and defend, and the Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may reasonably request, if such agreements and judgments impose only monetary damages upon the Indemnitees and Developer pays such claim, liability or judgment.