Common use of INDEMNITY OWED BY DEVELOPER Clause in Contracts

INDEMNITY OWED BY DEVELOPER. 1. Developer covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Xxxxxx, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Xxxxxx, Texas, individually or collectively, in both their official and private capacities (the City of Xxxxxx, Texas, and such elected officials, and officers, employees, representatives, and volunteers of the City of Xxxxxx, Texas each being a “Forney Person” and collectively the “Forney Persons”), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Forney Person, whether directly or indirectly, (the “Claims”), that arise out of, result from, or relate to: (1) the services and work to be provided by Developer under or in connection with this Agreement; (2) representations or warranties by Developer under this Agreement; and/or (3) any other act or omission under or in performance of this Agreement by Xxxxxxxxx, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, or concessionaire of Developer, or any other person or entity for whom Developer is legally responsible, and their respective owners, officers, managers, employees, directors, agents, and representatives. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, EXCLUDING, HOWEVER THE GROSS NEGLIGENCE AND INTENTIONAL MISCONDUCT, OF ANY FORNEY PERSON. 2. Developer shall promptly advise the City in writing of any claim or demand against any Forney Person or Developer related to or arising out of Developer’s activities under this Agreement and shall see to the investigation and defense of such claim or demand at Developer’s sole cost and expense. The Forney Persons shall have the right, at the Forney Persons’ option and at own expense, to participate in such defense without relieving Developer of any of its obligations hereunder. 3. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Agreement, shall survive the termination or expiration of this Agreement.

INDEMNITY OWED BY DEVELOPER. 1. (a) Developer covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Xxxxxx, Texas and the elected officials, the officers, employees, representatives, and volunteers of the City of Xxxxxx, Texas, individually or collectively, in both their official and private capacities (the City of Xxxxxx, Texas, and such elected officials, and officers, employees, representatives, and volunteers of the City of Xxxxxx, Texas each being a “Forney Person” and collectively the “Forney Persons”), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Forney Person, whether directly or indirectly, (the “Claims”), that arise out of, result from, or relate to: (1) the services and work to be provided by Developer under or in connection with this Agreement; (2) representations or warranties by Developer under this Agreement; and/or (3) any other act or omission under or in performance of this Agreement by XxxxxxxxxDeveloper, or any owner, officer, director, manager, employee, agent, representative, consultant, contractor, subcontractor, licensee, or concessionaire of Developer, or any other person or entity for whom Developer is legally responsible, and their respective owners, officers, managers, employees, directors, agents, and representatives. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, EXCLUDING, HOWEVER THE NEGLIGENCE OR GROSS NEGLIGENCE AND INTENTIONAL MISCONDUCT, OF ANY FORNEY PERSON, OR CONDUCT BY ANY FORNEY PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND. 2. (b) Developer shall promptly advise the City in writing of any claim or demand against any Forney Person or Developer related to or arising out of Developer’s activities under this Agreement and shall see to the investigation and defense of such claim or demand at Developer’s sole cost and expense. The Forney Persons shall have the right, at the Forney Persons’ option and at own expense, to participate in such defense without relieving Developer of any of its obligations hereunder. 3. (c) The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Agreement, shall survive the termination or expiration of this Agreement.

INDEMNITY OWED BY DEVELOPER. 1. Developer covenants and agrees to FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS the City of Xxxxxx, Texas and the elected officials, the officers, employees, representatives, officers and volunteers employees of the City of Xxxxxx, Texas, individually or collectively, in both their official and private capacities (the City of Xxxxxx, Texas, Texas and such elected officials, officers and officers, employees, representatives, and volunteers employees of the City of Xxxxxx, Texas each being a “Forney Person” and collectively the “Forney Persons”), from and against any and all costs, claims, liens, harm, damages, losses, expenses, fees, fines, penalties, proceedings, judgments, actions, demands, causes of action, liability, and suits, of any kind and nature whatsoever made upon any Forney Person, whether directly or indirectly, (the “Claims”), that arise out of, result from, or relate to: (1) the services and work to be provided by Developer under or in connection with this Agreement; (2) a material breach of the express representations or warranties made by Developer under this Agreement; and/or (3) any other act or omission under or in performance of this Agreement by XxxxxxxxxDeveloper, or any owner, officer, director, manager, employee, authorized agent, authorized representative, consultant, contractor, subcontractor, licensee, or concessionaire of Developer, or any other person or entity for whom Developer is legally responsible, and their respective owners, officers, managers, employees, directors, authorized agents, and authorized representatives. SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY FORNEY PERSON, OR CONDUCT BY ANY FORNEY PERSON THAT WOULD GIVE RISE TO STRICT LIABILITY OF ANY KIND, BUT SUCH DEFENSE, INDEMNITY AND HOLD HARMLESS SHALL NOT APPLY TO ANY CLAIMS ARISING OUT OF OR RESULTING FROM THE GROSS NEGLIGENCE, EXCLUDING, HOWEVER THE GROSS NEGLIGENCE AND INTENTIONAL WILLFUL MISCONDUCT, FRAUD OR UNLAWFUL ACTIVITY OF ANY FORNEY PERSON OR FROM ANY BREACH OF THIS AGREEMENT BY ANY FORNEY PERSON. 2. Developer shall promptly advise the City in writing of any claim or demand against any Forney Person or Developer related to or arising out of Developer’s activities under this Agreement after Developer has received written notice of any such claim or demand, and shall see to the investigation and defense of such claim or demand at Developer’s sole cost and expense. The Forney Persons shall have the right, at the Forney Persons’ option and at their own expense, to participate in such defense without relieving Developer of any of its obligations hereunder. 3. The provisions of this defense, indemnity, and hold harmless obligation, and any other defense, indemnity, and hold harmless obligation set forth in this Agreement, shall survive the termination or expiration of this Agreement.