Indemnity by Developer. In addition to Developer's obligations and Utility's remedies provided elsewhere in this Agreement, Developer shall indemnify Utility for any loss of or damage to property, death or injury to person, and any other liabilities, damages, losses and reasonable costs and expenses, including, but not limited to, legal fees and expert witness fees or any claim against Utility in respect thereof (collectively, “Damages”) suffered by Utility as a direct and foreseeable consequence of Developer's conduct, where Utility suffered Damages:
12.1.1 During the design, construction, ownership, operation or maintenance of the Project, and Damages resulted from any negligent act or omission of Developer its servants or agents, and through no fault of Utility its servants or agents;
12.1.2 In connection with, arising out of, or resulting from, any breach of warranty, material misrepresentation by Developer, or non-performance of any term, condition, covenant or obligation to be performed by Developer under this Agreement; and
12.1.3 In connection with any claim, proceeding or action brought against Utility under any applicable national or local environmental laws or regulations, and Damages resulted from Developer's ownership of the site or operation of the Project; Developer's indemnities, however, shall not extend to any loss, damage, death, injury, liability, costs or expenses (or any claim in respect thereof) to the extent that they were caused by any act or omission of Utility, its servants or agents, or the failure of Utility, its servants or agents, to take reasonable steps in mitigation thereof.
Indemnity by Developer. Developer hereby agrees to indemnify, defend and hold harmless Owner, the BR Investor and the Indemnified Parties of the BR Investor, to the fullest extent permitted by law, against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments, awards, settlements, obligations, liabilities, debts, damages and costs and expenses (including without limitation reasonable attorneys’ fees and court costs incurred in connection with the enforcement of this indemnity or otherwise) suffered or incurred by any one or more of them as a result of (i) fraud, gross negligence or willful misconduct of Developer in connection with Developer’s services or work hereunder, (ii) Developer acting outside the scope of its duties or authority hereunder or (iii) material breach by Developer of this Agreement.
Indemnity by Developer. 16.4.1 Subject to Section 16.4.2, Developer shall release, defend, indemnify and hold harmless the Indemnified Parties from and against any and all liabilities, damages, claims, fines, causes of action, suits, judgments, investigations, legal or administrative proceedings, demands and Losses, in each case if asserted or incurred by or awarded to any third party, to the extent caused by:
16.4.1.1 The breach or alleged breach of this Agreement or any Principal Developer Document by any Developer-Related Entity;
16.4.1.2 The failure or alleged failure by any Developer-Related Entity to comply with the Governmental Approvals, any applicable Environmental Laws or other Laws (including Laws regarding Hazardous Materials management);
16.4.1.3 Any alleged patent, trademark, or copyright infringement or other allegedly improper appropriation or use by any Developer-Related Entity of trade secrets, patents, proprietary information, know-how, copyright rights, inventions or other third-party proprietary rights in performance of the Work, or arising out of any use in connection with the facility of methods, processes, designs, information, or other items furnished or communicated to the Department or another Indemnified Party pursuant to the Contract Documents; provided that this indemnity shall not apply to any infringement resulting from the Department’s failure to comply with specific written instructions regarding use provided to the Department by Developer;
16.4.1.4 The actual or alleged negligence, willful misconduct or breach of applicable Law or contract of any Developer-Related Entity in or associated with performance of the Work, regardless of whether the claimed loss was caused in part by an Indemnified Party;
16.4.1.5 Any and all claims by any governmental or taxing authority claiming Taxes based on gross receipts, purchases or sales, the use of any property or income of any Developer-Related Entity with respect to any payment for the Work made to or earned by any Developer-Related Entity;
16.4.1.6 Any and all stop notices and/or liens filed in connection with the Work, including all expenses and attorneys’, accountants' and expert witness fees and costs incurred in discharging any stop notice or lien, provided that the Department is not in default in payments owing to Developer with respect to such Work;
16.4.1.7 Any actual or threatened Release of Hazardous Materials by any Developer-Related Entity;
16.4.1.8 The claim or assertion by any other contractor...
Indemnity by Developer. Developer agrees to and shall indemnify, hold harmless and defend the City and RVP, their respective officers, agents, and employees from and against any and all claims, demands, expenses, liability, losses, damages, causes of action, and suits of every kind, including all reasonable expenses of litigation, court costs, expert fees and reasonable attorney's fees, for injury to or death of any person, for damage to any property, or its failure to abide by all applicable environmental laws, rules and regulations arising out of or in connection with this Agreement and Developer's operation and construction of the Project contemplated by this Agreement on the Property; provided that the foregoing agreement to indemnify, hold harmless and defend shall not apply to the gross negligence or willful misconduct of the City or RVP or their respective officers, agents, employees or council members.
Indemnity by Developer. To the fullest extent permitted by law, Developer shall indemnify, defend, and hold harmless the Town, and each of the Town’s employees, officials, officers, agents, consultants, attorneys, and assigns, from and against any and all liabilities, losses, claims, costs, damages, and expenses (including, without limitation, attorneys' fees, costs, and expenses, but specifically excluding any consequential, special, or punitive damages) arising from, relating to, or in connection with: (a) the gross negligence, fraud, or willful misconduct of Developer in performance of its obligations under this Agreement; (b) any materially false or misleading representation or warranty made by Developer in this Agreement; or (c) acts by Developer outside the scope of authority granted under this Agreement.
Indemnity by Developer. Developer shall be solely responsible for, and shall indemnify, defend and hold harmless LAUSD and its School Board, staff, students, faculty and/or invited guests from and against, any claim, demand, lawsuit, loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, Release by Developer (including its general contractor, subcontractor, representative or owner) of Hazardous Materials on, under or derived from the Campus or the Project in violation of applicable law during the term of this Agreement, including, without limitation: (i) claims of third parties (including governmental agencies) for injury or death to any person or for damage or destruction of any property, (ii) claims for response costs, clean-up costs, costs and expenses of removal and restoration, including fees of attorneys’ and experts, and costs of determining the existence of Hazardous Materials and reporting same to any governmental agency, (iii) any and all other claims for expenses or obligations, including attorneys’ fees, costs, and other expenses,
Indemnity by Developer. Developer hereby agrees to protect, defend and indemnify Company, and all of its past, present and future direct and indirect Owners, subsidiaries, affiliates, officers, directors, employees, attorneys and designees and hold them harmless from and against any and all costs and expenses, including attorneys’ fees, court costs, losses, liabilities, damages, claims and demands of every kind or nature on account of any actual or alleged loss, injury or damage to any person or Business Entity or to any property arising out of or in connection with Developer’s operation of “Xxxxxxxx Coffee” Coffeehouses pursuant hereto, except to the extent resulting from the negligence or intentional misconduct of Company.
Indemnity by Developer. Developer shall be solely responsible for, and shall indemnify, defend and hold harmless LAUSD and its School Board, staff, students, faculty and/or invited guests from and against, any claim, demand, lawsuit, loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, Release by Developer (including its general contractor, subcontractor, representative or owner) of Hazardous Materials on, under or derived from the Campus or the Project in violation of applicable law during the term of this Agreement, including, without limitation: (i) claims of third parties (including governmental agencies) for injury or death to any person or for damage or destruction of any property, (ii) claims for response costs, clean-up costs, costs and expenses of removal and restoration, including fees of attorneys’ and experts, and costs of determining the existence of Hazardous Materials and reporting same to any governmental agency, (iii) any and all other claims for expenses or obligations, including attorneys’ fees, costs, and other expenses, (iv) any and all penalties threatened, sought or imposed on account of a violation of any Environmental Law, and (v) all fees of any consultants, attorneys and engineering firms retained in connection with monitoring the Hazardous Materials; provided, however, that the foregoing indemnity shall not apply to any claim, demand, lawsuit, loss, damage, cost, expense or liability to the extent arising from (A) any act or omission on the part of the LAUSD, or the staff, faculty, and students or invited guests of LAUSD or any other party claiming through any of the foregoing (provided the same are acting in their official, professional or invited, as applicable, capacity), or (B) any Hazardous Materials that existed on, under or derived from the Campus, the Project or other properties as of the date of this Agreement or which later is found to exist following the date of this Agreement as a result of underground migration.
Indemnity by Developer. Except as provided in Section 7.3, Developer shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless City and City’s Representatives from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of Developer or Developer’s Representatives in connection with Developer’s activities contemplated by this Agreement, except to the extent such claims, liabilities, obligations, orders, damages, fines, penalties, or expenses arise from the negligence or willful misconduct of City or City’s Representatives.
Indemnity by Developer. Developer shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless City and City’s officials, officers, employees, contractors, subcontractors, agents, and representatives (“City’s Representatives”) from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from any activities of Developer or Developer’s officials, officers, employees, contractors, subcontractors, agents, and representatives (“Developer’s Representatives”) under this Agreement, except to the extent such claims, liabilities, obligations, orders, damages, fines, penalties, or expenses arise from the negligence or willful misconduct of City or City’s Representatives.
