Common use of Indemnity of Owner Clause in Contracts

Indemnity of Owner. Developer hereby agrees to indemnify, defend and hold harmless Owner and its respective officers, directors, shareholders, partners, managers, members, parents, subsidiaries, trustees, beneficiaries, investment advisors, licensees, agents, employees and successors and assigns (each, an “Indemnified Party”), to the extent of any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable and actual attorneys’ fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), suffered or incurred by such Indemnified Party to the extent of (i) fraud, gross negligence or willful misconduct of Developer in connection with this Agreement or Developer’s services or work hereunder, (ii) Developer acting outside the scope of its duties or authority hereunder, (iii) any Event of Default, or (iv) any violation by Developer of applicable law. Developer shall have the right to defend, and shall defend, at its expense and by counsel of its own choosing (subject to the applicable Indemnified Party’s approval of such counsel, not to be unreasonably withheld), against any claim or liability to which the indemnity agreement set forth in this Section 9.1 would apply. Any settlement of any such claim or liability by Developer shall be subject to the reasonable approval of the applicable Indemnified Party. The right of any Indemnified Party to be defended hereunder, to defend or settle any such claim shall be limited to those cases where Developer has failed or refused to defend after written notice to Developer or to where any Indemnified Party to be defended hereunder reasonably determines that a conflict of interest exists. Developer or Owner, as applicable, shall regularly apprise the other of the status of all proceedings.

Indemnity of Owner. Developer hereby agrees to indemnify, defend and hold harmless Owner and its respective officers, directors, shareholders, partners, managers, members, parents, subsidiaries, trustees, beneficiaries, investment advisors, licensees, agents, employees and successors and assigns (each, an “Indemnified Party”), to the extent of any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable and actual attorneys’ fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), suffered or incurred by such Indemnified Party to the extent of (i) fraud, gross negligence or willful misconduct of Developer in connection with this Agreement, the Original Development Agreement or Developer’s services or work hereunderhereunder or thereunder, (ii) Developer acting outside the scope of its duties or authority hereunder, (iii) any Event of Default, Default or (iv) any violation by Developer of applicable law. Developer shall have the right to defend, and shall defend, at its expense and by counsel of its own choosing (subject to the applicable Indemnified Party’s approval of such counsel, not to be unreasonably withheld), against any claim or liability to which the indemnity agreement set forth in this Section 9.1 would apply. Any settlement of any such claim or liability by Developer shall be subject to the reasonable approval of the applicable Indemnified Party. The right of any Indemnified Party to be defended hereunder, to defend or settle any such claim shall be limited to those cases where Developer has failed or refused to defend after written notice to Developer or to where any Indemnified Party to be defended hereunder reasonably determines that a conflict of interest exists. Developer or Owner, as applicable, shall regularly apprise the other of the status of all proceedings.

Indemnity of Owner. Developer hereby agrees to indemnify, defend and hold harmless Owner and its respective officers, directors, shareholders, partners, managers, members, parents, subsidiaries, trustees, beneficiaries, investment advisors, licensees, agents, employees and successors and assigns (each, an “"Indemnified Party”"), to the extent of any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable and actual attorneys’ ' fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), suffered or incurred by such Indemnified Party to the extent of (i) fraud, gross negligence or willful misconduct of Developer in connection with this Agreement or Developer’s 's services or work hereunder, (ii) Developer acting outside the scope of its duties or authority hereunder, (iii) any Event of Default, Default or (iv) any violation by Developer of applicable law. Developer shall have the right to defend, and shall defend, at its expense and by counsel of its own choosing (subject to the applicable Indemnified Party’s 's approval of such counsel, not to be unreasonably withheld), against any claim or liability to which the indemnity agreement set forth in this Section 9.1 would apply. Any settlement of any such claim or liability by Developer shall be subject to the reasonable approval of the applicable Indemnified Party. The right of any Indemnified Party to be defended hereunder, to defend or settle any such claim shall be limited to those cases where Developer has failed or refused to defend after written notice to Developer or to where any Indemnified Party to be defended hereunder reasonably determines that a conflict of interest exists. Developer or Owner, as applicable, shall regularly apprise the other of the status of all proceedings.

Indemnity of Owner. Developer hereby agrees to indemnify, defend and hold harmless Owner and its respective officers, directors, shareholders, partners, managers, members, parents, subsidiaries, trustees, beneficiaries, investment advisors, licensees, agents, employees and successors and assigns (each, an “Indemnified Party”), to the extent of any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including without limitation reasonable and actual attorneys’ fees and court costs incurred in connection with the enforcement of this indemnity or otherwise), suffered or incurred by such Indemnified Party to the extent of (i) fraud, gross negligence or willful misconduct of Developer in connection with this Agreement or Developer’s services or work hereunder, (ii) Developer acting outside the scope of its duties or authority hereunder, (iii) any Event of Default, Default or (iv) any violation by Developer of applicable law. Developer shall have the right to defend, and shall defend, at its expense and by counsel of its own choosing (subject to the applicable Indemnified Party’s approval of such counsel, not to be unreasonably withheld), against any claim or liability to which the indemnity agreement set forth in this Section 9.1 would apply. Any settlement of any such claim or liability by Developer shall be subject to the reasonable approval of the applicable Indemnified Party. The right of any Indemnified Party to be defended hereunder, to defend or settle any such claim shall be limited to those cases where Developer has failed or refused to defend after written notice to Developer or to where any Indemnified Party to be defended hereunder reasonably determines that a conflict of interest exists. Developer or Owner, as applicable, shall regularly apprise the other of the status of all proceedings.