Common use of Indemnification by Xxxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxxx. Developer shall (i) pay the reasonable defense costs (including attorneys’ fees and expenses, costs and associated expert and witness fees and expenses) incurred by TxDOT, the State, the Commission and their respective agents, employees, representatives, successors and assigns (the “Indemnified Parties”) in connection with any third party claims (including any charges, demands, investigations, legal or administrative proceedings, actions, suits, claims and judgments) arising out of, relating to or caused in whole or in part by any of the events described in Sections 17.2.1 through 17.2.6, (ii) protect, indemnify and hold harmless the Indemnified Parties from and against all loss, damage, liability, cost, expense, fee, penalty, fine or sanction incurred by the Indemnified Parties as a result of such third party claims arising out of, relating to or caused in whole or in part by any of the events described in Sections 17.2.1 through 17.2.6, and (iii) protect, indemnify and hold harmless the Indemnified Parties from and against all fees, costs and expenses (including attorneys’ fees and expenses, costs and associated expert and witness fees and expenses) incurred in connection with the enforcement of this indemnity: 17.2.1 The alleged negligent acts, negligent omissions, recklessness, willful misconduct or breach of contract by Developer or a Developer-Related Entity; 17.2.2 Breach of this Agreement by Xxxxxxxxx; 17.2.3 Failure to comply with applicable Laws or Governmental Approvals by Developer or any Developer-Related Entity; 17.2.4 Developer's or any Developer-Related Entity’s patent or copyright infringement or other misappropriation of trade secrets; 17.2.5 Release of Hazardous Materials on any real property due to acts, omissions, negligence, willful misconduct, recklessness or breach by Developer or any Developer-Related Entity; and 17.2.6 Any and all claims by any Governmental Entity or taxing authority claiming taxes based on gross receipts of, purchases or sales by, the use of any property by, or income of Developer or any Developer-Related Entity.

Indemnification by Xxxxxxxxx. Developer shall (i) pay the reasonable defense costs (including attorneys’ fees and expenses, costs and associated expert and witness fees and expenses) incurred by TxDOT, the State, the Commission and their respective agents, employees, representatives, successors and assigns (the “Indemnified Parties”) in connection with any third party claims (including any charges, demands, investigations, legal or administrative proceedings, actions, suits, claims and judgments) arising out of, relating to or caused in whole or in part by any of the events described in Sections 17.2.1 through 17.2.6, (ii) protect, indemnify and hold harmless the Indemnified Parties from and against all loss, damage, liability, cost, expense, fee, penalty, fine or sanction incurred by the Indemnified Parties as a result of such third party claims arising out of, relating to or caused in whole or in part by any of the events described in Sections 17.2.1 through 17.2.6, and (iii) protect, indemnify and hold harmless the Indemnified Parties from and against all fees, costs and expenses (including attorneys’ fees and expenses, costs and associated expert and witness fees and expenses) incurred in connection with the enforcement of this indemnity: 17.2.1 The alleged negligent acts, negligent omissions, recklessness, willful misconduct or breach of contract by Developer or a Developer-Related Entity; 17.2.2 Breach of this Agreement by Xxxxxxxxx; 17.2.3 Failure to comply with applicable Laws or Governmental Approvals by Developer or any Developer-Related Entity; 17.2.4 Developer's or any Developer-Related Entity’s patent or copyright infringement or other misappropriation of trade secrets; 17.2.5 Release of Hazardous Materials on any real property due to acts, omissions, negligence, willful misconduct, recklessness or breach by Developer or any Developer-Developer- Related Entity; and 17.2.6 Any and all claims by any Governmental Entity or taxing authority claiming taxes based on gross receipts of, purchases or sales by, the use of any property by, or income of Developer or any Developer-Related Entity.