Common use of Release and Indemnification Covenants Clause in Contracts

Release and Indemnification Covenants. (a) The Developer covenants and agrees that the EDA, the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Council, officers, agents, servants and employees against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees. (b) Except for any willful misrepresentations or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employees, now and forever, and further agrees to hold the EDA harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees shall not be liable for any damage or injury to the persons or property of Developer, their officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employees. (d) All covenants, stipulations, promises, agreements and obligations of the EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA and not of any City Council member, officer, agent, servant or employee of the City or the EDA in his or her individual capacity. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a) The Developer covenants and agrees that the EDACity, the City ISD No. 721 and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City County and the City Councilgoverning body members, officers, agents, servants and employees thereof (the “Indemnified Parties”) shall not be liable for and the Developer shall indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City Development Property or the City Council, officers, agents, servants or employeesProject. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named partiesIndemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employeesIndemnified Parties, now and forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance and operation of the Minimum ImprovementsDevelopment Property or the Project. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesProject. (d) All covenants, stipulations, promises, agreements and obligations of the EDA City or the ISD No. 721 or the County contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA such entities and not of any City Council governing body member, officer, agent, servant or employee of the City or the EDA County in his or her the individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a1) The Developer covenants and agrees that the EDA, Except for any misrepresentation or any willful or wanton misconduct or negligence of the City and of the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants servants, consultants, and employees thereof (the "Indemnified Parties"), and except for any breach by the Indemnified Parties of their representative's obligations under this Agreement, the Indemnified Parties shall not be liable for and the Developer shall indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employeesProject. (b2) Except for any willful misrepresentations or misrepresentation, any willful or wanton misconduct misconduct, recklessness, or negligence of the following named partiesIndemnified Parties, the Developer agrees to protect and defend the EDA, the City and the City Councilits governing body members, and its officers, agents, servants and employees, now and or forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from a breach of the obligations of the Developer under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance and operation of the Minimum ImprovementsProject. (c3) Except as otherwise specifically provided in for any misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their representation and obligations under this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesProject. (d4) All covenants, stipulations, promises, agreements and obligations of the EDA City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA City and not of any City Council governing body member, officer, agent, servant or employee of the City or in the EDA in his or her individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a) The Developer covenants and agrees that the EDA, releases the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants and employees against thereof (hereinafter, for purposes of this Article IX, the “indemnified parties”) from, covenant and agree that the indemnified parties shall not be liable for, and agree to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence any unlawful act of the following named indemnified parties, the Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employeesindemnified parties, now and or forever, and further agrees agree to hold the EDA harmless indemnified parties harmless, from any claim, demand, suit, action or other proceeding proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by the Developer against the City to enforce its rights under this Agreement), or (ii) the transactions contemplated hereby or acquisition and condition of the acquisition, Development Property and the construction, installation, ownership, and operation of the Minimum ImprovementsImprovements or (iii) any hazardous substance or environmental contamination located in or on the Development Property. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees The indemnified parties shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person person, other than any act of negligence on the EDA, the City part of any such indemnified party or the City Council members, its officers, agents, servants or employees. (d) All covenants, stipulations, promises, agreements and obligations of the EDA City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA City, and not of any City Council governing body member, officer, agent, servant or employee of the City or in the EDA in his or her individual capacitycapacity thereof. (e) Developer The provisions of this Article IX shall indemnify, release, and hold harmless survive the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ feestermination of this Agreement.

Release and Indemnification Covenants. (a) The Developer releases from and covenants and agrees that the EDAAuthority, the City City, and the City Councilgoverning body members, and its officers, agents, servants servants, and employees are thereof (the “Indemnified Parties”) shall not be liable for and agrees to release, indemnify and, and hold harmless the EDA, the City and the City Council, officers, agents, servants and employees Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Development Property or the Minimum Improvements, except for Improvements other than loss or damage to property or any injury to or death of any person resulting in from the willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees.Indemnified Parties.. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named partiesIndemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employeesIndemnified Parties, now and forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance, and operation of the Minimum ImprovementsDevelopment Property. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants servants, or employees or any other person who may be about the Development Property or Minimum Improvements due to except for any act action arising from the willful misconduct of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesIndemnified Parties. (d) All covenants, stipulations, promises, agreements agreements, and obligations of the EDA Authority and the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements agreements, and obligations of the EDA such entity and not of any City Council governing body member, officer, agent, servant servant, or employee of such entities in the City or the EDA in his or her individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a) The Except for any willfullwillful or wanton misconduct or negligence of the following named parties, the Developer releases from and covenants and agrees that the EDA, the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless the City and the governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and defend the EDA, the City and the City Councilgoverning body members, and its officers, agents, servants and employeesemployees thereof, now and or forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance and operation of the Minimum Improvements. (c) Except as otherwise specifically provided in this Agreement, the EDA, the The City and the City Councilgoverning body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Property, Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesperson. (d) All covenants, stipulations, promises, agreements and obligations of the EDA City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA City and not of any City Council governing body member, officer, agent, servant or employee of the City or in the EDA in his or her individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a) The Developer AFSA releases from and covenants and agrees that the EDACity, the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants and employees thereof shall not be liable for, and agrees to indemnify and hold harmless the City and the governing body members, officers, agents, servants and employees thereof, against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements or AFSA’s Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees. (b) Except for any willful misrepresentations misrepresentation or any negligent, willful or wanton misconduct or negligence of the following named parties, the Developer AFSA agrees to protect and defend the EDACity, the City and the City Councilgoverning body members, and its officers, agents, servants and employeesemployees thereof, now and forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsImprovements or AFSA's Improvements and provided that such proceeding is based upon the acts of AFSA or of others acting on behalf or under the direction or control of AFSA. (c) Except as otherwise specifically provided in this AgreementThe City, the EDA, the City and the City Councilgoverning body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of DeveloperAFSA, their or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person other than person, excluding the EDAnegligent acts or misconduct of the City, the City or the City Council members, officers, agents, servants its agents or employees. (d) All covenants, stipulations, promises, agreements and obligations of the EDA City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA City and not of any City Council governing body member, officer, agent, servant or employee of the City or in the EDA in his or her individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a) The Developer covenants and agrees that the EDACity, the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants servants, and employees thereof shall not be liable for, and agrees to defend, indemnify, and hold harmless the City, and the governing body members, officers, agents, servants, and employees thereof, against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City Project or the City Council, officers, agents, servants or employeesDevelopment Property. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and defend the EDACity, the City and the City Councilgoverning body members, and its officers, agents, servants servants, and employeesemployees thereof, now and forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby hereby, or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject and the Development Property. (c) Except as otherwise specifically provided in this AgreementThe City, the EDA, the City and the City Councilgoverning body members, officers, agents, servants servants, and employees thereof, shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants servants, or employees or any other person who may be about the Development Property or Minimum Improvements the Project due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesperson. (d) All covenants, stipulations, promises, agreements agreements, and obligations of the EDA City contained herein shall be deemed to be the covenants, stipulations, promises, agreements agreements, and obligations of the EDA City, and not of any City Council governing body member, officer, agent, servant servant, or employee of the City or in the EDA in his or her individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a1) The Developer expressly releases from and covenants and agrees that to indemnify and hold the EDA, the City Public Parties and the City Council, and its their officers, agents, servants servants, employees and employees are not liable for and agrees to release, indemnify and, hold harmless all members of the EDA, the City and the Waseca City Council, City of Waseca Planning Commission, Waseca County Board of Commissioners and other boards or commissions harmless from and against all claims, costs and liability of every kind and nature, for injury or damage received or sustained by any person or entity in connection with, or an account of the Project, the Development Property, or the performance of work at the development site and elsewhere pursuant to this Agreement, and further releases such officers, agentsemployees, servants agents and employees against any loss or damage to property or any injury to or death of any person occurring at or about or resulting members from any defect personal liability in connection with handling funds pursuant to the Minimum Improvementsterms of this Agreement, except for loss to the extent caused by Developer or damage resulting in willful Developer’s employees, agents or invitees. The indemnification provided hereunder shall not apply to intentional acts or gross misconduct or willful negligence of the EDA, the City individual or the City Council, officers, agents, servants or employeesentity so indemnified. (b2) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and defend the EDA, the City Public Parties and the City Council, and its their officers, agents, servants and employeesemployees and all members of their officers, agents, servants, employees and all members of the Waseca City Council, City of Waseca Planning Commission, Waseca County Board of Commissioners and other boards or commissions, now and or forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever to the extent arising or purportedly arising from a breach of the obligations of the Developer under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance and operation of the Minimum ImprovementsProject. (c3) Except as otherwise specifically provided in this Agreement, the EDA, the City The Public Parties and the City Council, their officers, agents, servants employees and employees all members of the Waseca City Council, City of Waseca Planning Commission, Waseca County Board of Commissioners and other boards or commissions shall not be liable for any damage damages or injury to the persons or property of Developer, their the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements Project due to any act of negligence of any person other than the EDAperson, the City or the City Council members, officers, agents, servants or employeesunless caused by a Public Party. (d4) All covenants, stipulations, promises, agreements and obligations of the EDA Public Parties contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA City and/or County, respectively, and not of any City Council member, officer, agent, servant servant, employee or employee any members of the Waseca City Council, City of Waseca Planning Commission, Waseca County Board of Commissioners and other boards or commissions of the City or County in their individual capacity thereof. (5) The Developer is not an agent of the City or the EDA in his County and this Agreement shall not be construed as creating a joint venture, partnership or her individual capacity. (e) other joint arrangement between the Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, either the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with County relating to the Development Property, including attorneys’ feesProject.

Release and Indemnification Covenants. (a) The Developer covenants and agrees that releases the EDA, the City County and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants and employees against thereof (hereinafter, for purposes of this Article VIII, the “indemnified parties”) from, covenant and agree that the indemnified parties shall not be liable for, and agree to indemnify, defend and hold harmless the indemnified parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence any unlawful act of the following named indemnified parties, the Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employeesindemnified parties, now and or forever, and further agrees agree to hold the EDA harmless indemnified parties harmless, from any claim, demand, suit, action or other proceeding proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by the Developer against the County to enforce its rights under this Agreement), or (ii) the transactions contemplated hereby or acquisition and condition of the acquisition, Development Property and the construction, installation, ownership, and operation of the Minimum ImprovementsImprovements or (iii) any hazardous substance or environmental contamination located in or on the Development Property. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees The indemnified parties shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person person, other than any act of negligence on the EDA, the City part of any such indemnified party or the City Council members, its officers, agents, servants or employees. (d) All covenants, stipulations, promises, agreements and obligations of the EDA County contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA County, and not of any City Council governing body member, officer, agent, servant or employee of the City or County in the EDA in his or her individual capacitycapacity thereof. (e) Developer The provisions of this Article shall indemnify, release, and hold harmless survive the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ feestermination of this Agreement.

Release and Indemnification Covenants. (a) The Developer releases from and covenants and agrees that the EDAAuthority, the City and the City CouncilCity, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Counciltheir governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless the Authority, the City, and their governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees. (b) Except for any willful misrepresentations or any willful or wanton misconduct or negligence of the following named partiesparties and any claim as to the legal authority of the Authority to perform as required by this Agreement, the Developer agrees (if timely tendered by the Authority to Developer) to protect and defend the EDA, the City Authority and the City Councilgoverning body members, and its officers, agents, servants and employeesemployees thereof, now and or forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or to the transactions contemplated hereby or extent caused by the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c) Except as otherwise specifically provided in this AgreementThe Authority, the EDACity, the City and the City Counciltheir governing body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of Developer, their Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person person, other than acts of willful misconduct by the EDA, the City or the City Council Authority and its governing body members, officers, agents, servants or and employees. (d) All covenants, stipulations, promises, agreements and obligations of the EDA Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA Authority and not of any City Council governing body member, officer, agent, servant or employee of the City or Authority in the EDA in his or her individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a1) The Developer releases from and covenants and agrees that the EDA, the City and the City CouncilCity, and its governing bodies’ members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees are thereof (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”) shall not be liable for and agrees to release, indemnify and, and hold harmless the EDA, the City and the City Council, officers, agents, servants and employees Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum ImprovementsProject, except for loss to the extent caused by any willful or damage resulting in willful wanton misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employeesIndemnified Parties. (b2) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named partiesIndemnified Parties, the Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employeesIndemnified Parties, now and forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum ImprovementsProject; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City in this Agreement. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees shall not be liable for any damage or injury to the persons or property of Developer, their officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employees. (d3) All covenants, stipulations, promises, agreements and obligations of the EDA City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA City and not of any City Council governing body member, officer, agent, servant or employee of the City. The City and its governing body members, officers, agents, servants and employees shall not be liable for any damages or injury to the EDA in his persons or her individual capacity. (e) property of the Developer shall indemnify, release, and hold harmless the EDA, or its officers, agents, servants and employees, as well as or employees or any other person who may be about the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing Project due to any obligation, agreement or covenant that runs with the Development Property, including attorneys’ feesact of negligence of any person.

Release and Indemnification Covenants. (a) The Developer Xxxx Theatres releases from and covenants and agrees that S & B Realty, the EDA, the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants and employees thereof (collectively, the ''Indemnified Parties'') shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum ImprovementsImprovements except to the extent caused by any gross negligence, except for loss willful misrepresentation or damage resulting in any willful or wanton misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employeesIndemnified Parties. (b) Except for any gross negligence, willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named partiesIndemnified Parties, the Developer Xxxx Theatres agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employeesIndemnified Parties, now and or forever, and further agrees to hold the EDA Indemnified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installationInstallation, ownership, maintenance and operation of the Minimum Improvements. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer, their Xxxx Theatres or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesImprovements. (d) All covenants, stipulations, promises, agreements and obligations of the EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA and not of any City Council governing body member, officer, agent, servant or employee of the City or the EDA in his or her the individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a) The Developer releases from and covenants and agrees that the EDACity, the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants servants, and employees thereof shall not be liable for, and agrees to defend, indemnify and hold harmless the City, and the governing body members, officers, agents, servants, and employees thereof, against any third party claims for loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City Improvements or the City Council, officers, agents, servants or employeesDevelopment Property. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and defend the EDACity, the City and the City Councilgoverning body members, and its officers, agents, servants servants, and employeesemployees thereof, now and forever, and further agrees to hold the EDA aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby hereby, or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c) Except as otherwise specifically provided Improvements and the Development Property. Notwithstanding anything in this Agreement, Section 8.3 to the EDAcontrary, the City and shall remain liable to the Developer for any Event of Default or other breach of this Agreement by the City Counciland for any negligence or willful misconduct of the City or its governing members, officers, agents, servants and employees. (c) The City, and the governing body members, officers, agents, servants, and employees thereof shall not be liable for any damage or injury to the persons or property of Developer, their the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or the Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesperson. (d) All covenants, stipulations, promises, agreements agreements, and obligations of the EDA City contained herein shall be deemed to be the covenants, stipulations, promises, agreements agreements, and obligations of the EDA City, and not of any City Council governing body member, officer, agent, servant servant, or employee of the City or in the EDA in his or her individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.

Release and Indemnification Covenants. (a) The Developer releases from and covenants and agrees that the EDA, EDA and the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Councilgoverning body members, officers, agents, servants and employees thereof (collectively, the “Indemnified Parties”) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees. (b) Except for any willful misrepresentations misrepresentation or any willful or wanton misconduct or negligence of the following named partiesIndemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employeesIndemnified Parties, now and or forever, and further agrees to hold the EDA Indemnified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer, their Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or the Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employeesperson. (d) All covenants, stipulations, promises, agreements and obligations of the EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA and not of any City Council governing body member, officer, agent, servant or employee of the City or the EDA in his or her the individual capacitycapacity thereof. (e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.