Common use of Indemnity by the Developer Clause in Contracts

Indemnity by the Developer. 21.2.1 Without limiting the generality of Clause 21.1, the Developer shall fully indemnify, hold harmless and defend MOR and MOR Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Developer to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Developer in respect of the income or other taxes of the Developer‟s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its contractors which are payable by the Developer or any of its contractors. 21.2.2 Without limiting the generality of the provisions of this Article 21, the Developer shall fully indemnify, hold harmless and defend MOR Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which MOR Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer‟s Contractors in performing the Developer‟s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Rail System, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for MOR a licence, at no cost to MOR, authorising continued use of the infringing work. If the Developer is unable to secure such licence within a reasonable time, the Developer shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non- infringing work or part or process, or modify the same so that it becomes non- infringing.

Indemnity by the Developer. 21.2.1 Without limiting the generality of Clause 21.1, the (a) The Developer shall fully indemnify, hold harmless and defend MOR the Client and MOR Client Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (ai) failure of the Developer to comply with Applicable Laws and Applicable Permits; (bii) payment of taxes required to be made by the Developer in respect of the income or other taxes of the Developer‟s Developer’s contractors, suppliers and representatives; or (ciii) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its contractors which are payable by the Developer or any of its contractors. 21.2.2 (b) Without limiting the generality of the provisions of this Article 21Article, the Developer shall fully indemnify, hold harmless and defend MOR Client Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which MOR Client Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer‟s Developer’s Contractors in performing the Developer‟s Developer’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Rail SystemProject, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for MOR the Client a licence, at no cost to MORthe Client, authorising continued use of the infringing work. If the Developer is unable to secure such licence within a reasonable time, the Developer shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non- non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.