Common use of Release and Indemnification Covenants Clause in Contracts

Release and Indemnification Covenants. a. Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) from, covenants and agrees 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 or Development Property. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agree to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other 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), (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements, or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. (a) The Developer releases from and covenants and agrees that the City EDA and the their governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Article IXSection, collectively the “Indemnified Parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, for and agree agrees to indemnify, defend indemnify and hold harmless the Indemnified Parties against, against any loss or damage to property or any injury to or death of any person occurring at or about, about or resulting from any defect inin the Project, or any other loss, cost expense, or penalty, except to the Minimum Improvements extent caused by any willful misrepresentation or Development Propertyany willful or wanton misconduct of the Indemnified Parties. b. (b) Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or and forever, and further agree agrees to hold the Indemnified Parties harmless, harmless from any claim, demand, suit, action or other proceedings proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any violation the actions or inactions 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 (or if other persons acting on its rights behalf or under its direction or control) under this Agreement), (ii) or the acquisition and condition of transactions contemplated hereby or the Development Property and the acquisition, construction, installation, ownership, and operation of the Minimum Improvements, or (iii) any hazardous substance or environmental contamination located in or on the Development PropertyProject. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. d. (c) All covenants, stipulations, promises, agreements and obligations of the City EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, EDA and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereofEDA. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. The Developer releases the City and the governing body members, officers, agents, servants servants, and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, and agree agrees 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 Development Property or the Minimum Improvements or Development Property(but, with respect to the Infrastructure Improvements, only until the City accepts said Infrastructure Improvements and the maintenance bond has been issued on said Infrastructure Improvements). b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other 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), (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements (but, with respect to the Infrastructure Improvements, only until the City accepts said Infrastructure Improvements and the maintenance bond has been issued on said Infrastructure Improvements), or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, Developer or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants servants, or employees. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. The Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, and agree agrees 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 or Development Property.Public Improvements (but only until the City accepts said Public Improvements and the maintenance bond has been issued on said Public b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other 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), (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements or Public Improvements (but only until the City accepts said Public Improvements and the maintenance bond has been issued on said Public Improvements, ) or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, Developer or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements or Public Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. Developer A. The Grantee releases from and covenants and agrees that the City and the its governing body members, officers, agents, including their independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Article IXSection, collectively the “Indemnified Partiesindemnified parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, for and agree agrees to indemnify, defend indemnify and hold harmless the Indemnified Parties against, indemnified parties against (i) any loss or damage to property or any injury to or death of any person occurring at or about, or resulting from any defect inin the Facilities and/or the Improvements, and (ii) any loss, damage, liability or claim therefore concerning the acquisition and relocation obligations of the Parties in connection with the Project, including, but not limited to, the Minimum Improvements or Development Propertyadditional property needed for the parking. b. B. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Partiesindemnified parties, the Developer Grantee agrees to protect and defend the Indemnified Parties, indemnified parties now or forever, and forever and further agree agrees to hold the Indemnified Parties harmless, aforesaid harmless from any claim, demand, suit, action or other proceedings proceeding 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), (ii) the acquisition and condition of the Development Property and the Grantee’s construction, installation, ownership, and operation of the Minimum Facilities and/or the Improvements, or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. C. The Indemnified Parties indemnified parties shall not be liable for any damage or injury to the persons or property of the Developer, Grantee or its officers, agents, servants servants, or employees or any other person who may be about the Minimum Property or the Improvements due to any act of negligence of any person; provided, other than that nothing contained herein shall be interpreted to alter the liability of the indemnified parties for any act damage or injury to the persons or property of negligence on the part of any such Indemnified Party Grantee or its officers, agents, servants servants, or employeesemployees or any other person who may be about the Property or the Improvements caused by any willful act of the indemnified parties. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX D. This Section shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) Parties from, covenants covenants, and agrees that the Indemnified Parties shall not be liable for, and agree agrees to indemnify, defend 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, about or resulting from any defect in, in the Minimum Improvements or Development Property. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer Xxxxxxxxx agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action action, or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from from: (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand demand, or other proceeding brought by the Developer against the City to enforce its rights under this Agreement), ; (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements, ; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, Developer or its officers, agents, servants servants, or employees or any other person who may be about the Minimum Improvements or Development Property due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants servants, or employees. d. All covenants, stipulations, promises, agreements agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements agreements, and obligations of the City onlyCity, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. The Developer releases the City and the governing body members, officers, agents, servants servants, and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, and agree agrees 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 Development Property or the Minimum Improvements or Development Property.(but, with respect to the Infrastructure Improvements, only until the City accepts said Infrastructure Improvements and the maintenance bond has been issued on said Infrastructure b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other 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), (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements (but, with respect to the Infrastructure Improvements, only until the City accepts said Infrastructure Improvements and the maintenance bond has been issued on said Infrastructure Improvements), or (iii) any hazardous substance or environmental contamination located in or on the Development Property.. Execution Version c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, Developer or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants servants, or employees. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. The Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) Parties from, covenants covenants, and agrees that the Indemnified Parties shall not be liable for, and agree agrees to indemnify, defend defend, and hold harmless the Indemnified Parties against, 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 or Development PropertyImprovements. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action action, or other 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 demand, or other proceeding brought by the Developer against the City to enforce its rights under this Agreement), (ii) the acquisition and condition of the Development Property and Property, the construction, installation, ownership, and operation of the Minimum Improvements, or the completion of the Demolition process, or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, Developer or its officers, agents, servants servants, or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants servants, or employees. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX X shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. (a) Except to the extent arising from any willful misrepresentation, gross negligence, willful or wanton misconduct, or any unlawful act of the Indemnified Parties, Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) Parties from, covenants covenants, and agrees that the Indemnified Parties shall not be liable for, and agree agrees to indemnify, defend defend, and hold harmless the Indemnified Parties against, 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 Development Propertyportions of the Indianola Industrial Park Property owned by Developer. b. (b) Except for to the extent arising from any willful misrepresentation or any misrepresentation, gross negligence, willful or wanton misconduct misconduct, or any unlawful act of the Indemnified Parties, the Developer Xxxxxxxxx agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action action, or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from (i) any violation by Developer 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), (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation portions of the Minimum ImprovementsIndianola Industrial Park Property owned by Developer and any improvements thereon, or (iii) any hazardous substance or environmental contamination located in or on the Development Indianola Industrial Park Property. c. (c) The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, or its officers, agents, servants servants, or employees or any other person who may be about the Minimum Improvements Indianola Industrial Park Property due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants servants, or employees. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. (d) The provisions of this Article IX VII shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the “"Indemnified Parties”") from, covenants and agrees that the Indemnified Parties shall not be liable for, and agree agrees to indemnify, defend 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, about or resulting from any defect in, in the Minimum Improvements or Development Property. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from 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), ; (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements, ; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, Developer or its their officers, agents, servants or employees or any other person who may be about the Minimum Improvements or Development Property due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. d. All covenants, stipulations, promises, agreements agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements agreements, and obligations of the City onlyCity, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.

Release and Indemnification Covenants. a. Developer releases the City and the governing body members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the “Indemnified Parties”) Parties from, covenants covenants, and agrees that the Indemnified Parties shall not be liable for, and agree agrees to indemnify, defend 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, about or resulting from any defect in, in the Minimum Qualifying Improvements or Development Property. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, the Developer Xxxxxxxxx agrees to protect and defend the Indemnified Parties, now or forever, and further agree agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action action, or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from from: (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand demand, or other proceeding brought by the Developer against the City to enforce its rights under this Agreement), ; (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Qualifying Improvements, or ; (iii) any hazardous substance or environmental contamination located in or on the Development Property; or (iv) the City’s breach of the LIFTS Agreement due to any act or failure to act by the Developer under this Agreement. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer, Developer or its officers, agents, servants servants, or employees or any other person who may be about the Minimum Qualifying Improvements or Development Property due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants servants, or employees. d. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City only, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. All covenants, stipulations, promises, agreements and obligations of the Developer contained in this Article IX shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer only, and not of any governing body member, officer, agent, servant or employee of the Developer in the individual capacity thereof. f. The provisions of this Article IX shall survive the termination of this Agreement.