Indemnity by the Development Manager Clause Samples
Indemnity by the Development Manager. Notwithstanding the termination of this Agreement, the Development Manager shall, indemnify and save the Owner harmless in respect of any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever, at law or in equity, arising by way of any Gross Negligence, willful misconduct, and, for as long as Owner is a ▇▇▇▇▇ Global REIT Affiliate, the negligence of the Development Manager or of its employees, servants, agents, subcontractors or other persons for whom it is responsible at law during the Term of this Agreement or any renewal thereof or by reason of any action taken by the Development Manager outside the terms and provisions of this Agreement or any act, misconduct or omission which is an Event of Default, but the indemnity provided under this Section 7.3 shall not extend to any negligence or willful misconduct or omission of the Owner or of its employees, servants, agents, subcontractors or other persons for whom it is responsible at law and shall not extend to any action taken by the Owner outside the terms and provisions of this Agreement or to any act, misconduct or omission which is an Event of Default by the Owner.
Indemnity by the Development Manager. Subject to Section 11.4, the Development Manager will, from time to time and at all times hereafter, well and truly save, defend and keep harmless and fully indemnify the CP Indemnity Beneficiaries, of, from and against all manner of actions, suits, claims, executions and demands that may be brought against or made upon the CP Indemnity Beneficiaries, or any of them, and of, from and against all loss, costs, charges, damages, liens and expenses that may be sustained, incurred or paid by the CP Indemnity Beneficiaries, or any of them, by reason of, or on account of, or in consequence of:
(a) any breach by the Development Manager, its officers, employees, agents or other Persons for whom it is legally responsible, of any terms and provisions of this Agreement;
(b) any negligence or wilful misconduct of the Development Manager, its officers, employees, agents or Persons for whom it is responsible in law (other than any Contractors or Consultants) in connection with the performance of its obligations pursuant to this Agreement; or
(c) any action taken by the Development Manager in contravention of the terms and provisions of this Agreement or contrary to the direction of the Project Committee or the Steering Committee pursuant to this Agreement; and will pay to the CP Indemnity Beneficiaries any loss, costs, damages and expenses (including legal fees and disbursements on a solicitor and client substantial indemnity basis) that may be sustained, incurred or paid by the CP Indemnity Beneficiaries in consequence thereof or in consequence of any such action, suit, claim, lien, execution or demand or in settlement or in discharge or on account thereof.