Common use of Release and Indemnification Clause in Contracts

Release and Indemnification. (a) The indemnification and covenants contained in this Section shall survive expiration or earlier termination of this Agreement. (b) The Developer hereby agrees that, anything to the contrary herein notwithstanding, it will defend, indemnify and hold harmless the City, its governing body members, employees, attorneys and agents against any and all claims, demands, actions, causes of action, loss, damage, injury, liability and/or expense (including reasonable attorneys’ fees and court costs) from third party claims resulting from, arising out of, or in any way connected with (1) the Developer’s breach (beyond any applicable notice and opportunity to cure) of this Agreement or the Bond Documents, (2) the negligence or intentional misconduct of the Developer or an affiliate thereof or its respective employees and agents, (3) the presence of hazardous wastes, hazardous materials or other environmental contaminants on the Project Site, except to the extent the same are released or introduced by the City, (4) any loss or damage to property or any injury to or death of any person occurring in or about the Project Site in connection with any activities, acts or omissions of the Developer or a Related Party or any of its respective contractors, agents or employees, or (5) otherwise arising out of the adoption or administration of this Agreement, the Bond Documents or the construction of the Project. In the event that the validity or construction of the Act and/or any other ordinance of the City adopted in connection with this Agreement or the Bond Documents or affecting the Project are contested in court, the City shall be defended, held harmless and indemnified by the Developer from and against all claims, demands and/or liabilities of any kind whatsoever including, without limitation, any claim for reasonable attorneys’ fees and court costs, and the Developer shall pay any monetary judgment and all court costs rendered against the City, if any. (c) Notwithstanding anything herein to the contrary, the City, its governing body, employees, attorneys and agents shall not be liable to the Developer for damages or otherwise in the event that all or any part of the Act and/or any other ordinance of the City adopted in connection with this Agreement, the Bond Documents or the Project is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction. (d) Notwithstanding the foregoing terms of this Section, the Developer shall have no obligation to defend, hold harmless or indemnify the City with respect to any matter or expense resulting from or arising out of the negligence or willful misconduct of the City. (e) 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 and not of any of the City’s governing body members, employees, attorneys or agents in their individual capacities.

Release and Indemnification. Developer releases the City and the governing body members, officers, agents, servants and employees thereof (a) The indemnification and covenants contained in this Section shall survive expiration or earlier termination hereinafter, for purposes of this Agreement. (bArticle III, the “Indemnified Parties”) The Developer hereby from, covenants and agrees thatthat the Indemnified Parties shall not be liable for, anything and agrees to the contrary herein notwithstandingindemnify, it will defend, indemnify and hold harmless the CityIndemnified Parties against, its governing body members, employees, attorneys and agents against any and all claims, demands, actions, causes of action, loss, damage, injury, liability and/or expense (including reasonable attorneys’ fees and court costs) from third party claims resulting from, arising out of, or in any way connected with (1) the Developer’s breach (beyond any applicable notice and opportunity to cure) of this Agreement or the Bond Documents, (2) the negligence or intentional misconduct of the Developer or an affiliate thereof or its respective employees and agents, (3) the presence of hazardous wastes, hazardous materials or other environmental contaminants on the Project Site, except to the extent the same are released or introduced by the City, (4) 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. Except to the extent arising from any willful misrepresentation, gross negligence, or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Xxxxxxxxx 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 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 and Development Property; or (iii) any hazardous substance or environmental contamination located in or about on the Project Site in connection with any activities, acts or omissions of the Developer or a Related Party or any of its respective contractors, agents or employees, or (5) otherwise arising out of the adoption or administration of this Agreement, the Bond Documents or the construction of the ProjectDevelopment Property. In the event that the validity or construction of the Act and/or any other ordinance of the City adopted in connection with this Agreement or the Bond Documents or affecting the Project are contested in court, the City shall be defended, held harmless and indemnified by the Developer from and against all claims, demands and/or liabilities of any kind whatsoever including, without limitation, any claim for reasonable attorneys’ fees and court costs, and the Developer shall pay any monetary judgment and all court costs rendered against the City, if any. (c) Notwithstanding anything herein to the contrary, the City, its governing body, employees, attorneys and agents DRAFT The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer for damages or otherwise in the event that all its 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 the Act and/or any other ordinance of the City adopted in connection with this Agreementsuch indemnified party or its officers, the Bond Documents agents, servants or the Project is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdictionemployees. (d) Notwithstanding the foregoing terms of this Section, the Developer shall have no obligation to defend, hold harmless or indemnify the City with respect to any matter or expense resulting from or arising out of the negligence or willful misconduct of the City. (e) 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 and not of any of the City’s governing body members, employees, attorneys or agents in their individual capacities.

Release and Indemnification. (a) The indemnification indemnifications and covenants contained in this Section shall survive termination or expiration or earlier termination of this Agreement. (b) The Developer hereby agrees that, anything to the contrary herein notwithstanding, it will defend, indemnify and hold harmless the City, its governing body members, employees, attorneys and agents against any and all claims, demands, actions, causes of action, loss, damage, injury, liability and/or expense (including reasonable attorneys’ fees and court costs) from third party claims resulting from, arising out of, or in any way connected with (1) the Developer’s breach (beyond any applicable notice and opportunity to cure) of this Agreement or the Bond Documents, (2) the negligence or intentional misconduct of the Developer or an affiliate thereof or its respective employees and agents, (3) the presence of hazardous wastes, hazardous materials or other environmental contaminants on the Project Site, except to the extent the same are released or introduced by the City, (4) any loss or damage to property or any injury to or death of any person occurring in or about the Project Site in connection with any activities, acts or omissions of the Developer or a Related Party or any of its respective contractors, agents or employees, or (5) otherwise arising out of the adoption or administration of this Agreement, the Bond Documents or the construction of the Project. In the event that the validity or construction of the Act and/or any other ordinance of the City adopted in connection with this Agreement or the Bond Documents or affecting the Project are contested in court, the City shall be defended, held harmless and indemnified by the Developer from and against all claims, demands and/or liabilities of any kind whatsoever including, without limitation, any claim for reasonable attorneys’ fees and court costs, and the Developer shall pay any monetary judgment and all court costs rendered against the City, if any. (ca) Notwithstanding anything herein to the contrary, the City, City and its governing bodybody members, employeesofficers, attorneys agents, servants, employees and agents independent contractors shall not be liable to the Developer for damages or otherwise in the event that all or any part of the Act and/or TIF Act, or any other ordinance of the City ordinance, order or resolution adopted in connection with either the TIF Act, this Agreement, the Bond Documents Agreement or the Project Redevelopment Plan, is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, and by reason thereof either the City is prevented from performing any of the covenants and agreements herein or the Developer is prevented from enjoying the rights and privileges hereof. Notwithstanding anything herein to the contrary, if all or any part of the TIF Act or any ordinance or resolution adopted in connection with the TIF Act, this Agreement or the Redevelopment Plan is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction, then the Developer shall be granted a hearing with the Mayor, the City Council and the City Attorney to present the legal options, if any, for the City to cure the defects found by the court and complete the transactions contemplated by this Agreement. To the extent permitted by law, the City shall undertake all necessary efforts within its reasonable control to cure said defects and protect the Developer’s and the City’s expectations under this Agreement. (db) Notwithstanding The Developer releases from and covenants and agrees that the foregoing terms of this SectionCity and its governing body, the Developer officials, agents, employees and independent contractors shall have no obligation not be liable for, and agrees to defend, indemnify and hold harmless the governing body, officials, agents, employees and independent contractors thereof against, any loss or indemnify the City with respect damage to property or any matter injury to or expense death of any person occurring at or about or resulting from any defect in the construction of the Redevelopment Project, except as such may be caused by the willful misconduct or negligence of the City, its governing body, officials, agents, employees or independent contractors. (c) The Developer agrees to indemnify, defend and hold harmless the City, its governing body, officials, agents, employees and independent contractors from and against any and all suits, claims and attorneys’ fees resulting from, arising out of, or in any way connected with (i) the construction of the Redevelopment Project, or (ii) the negligence or willful misconduct of the Developer, its managers, officials, agents, employees or independent contractors in connection with the management, development, redevelopment and construction of the Redevelopment Project, except as such may be caused by the willful misconduct or negligence of the City, its governing body, officials, agents, employees or independent contractors. (d) The Developer agrees to indemnify, defend, and hold harmless the City, its governing body, officials, agents, employees and independent contractors from and against any and all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys’ and consultants’ fees, investigation and laboratory fees, court costs and litigation expenses, arising from: (i) any now existing or hereafter arising violation, actual or alleged, or any other liability, under or in connection with, any environmental laws relating to any products or materials previously, now or hereafter located upon, delivered to or in transit to or from the Property in connection with the construction of the Redevelopment Project, regardless of whether such violation or alleged violation or other liability is asserted or has occurred or arisen before the date hereof or hereafter is asserted or occurs or arises and regardless of whether such violation or alleged violation or other liability occurs or arises as the result of any act, omission, negligence or misconduct of the City or any third party or otherwise; or (ii) any breach, falsity or failure of any of the representations, warranties, covenants and agreements of the like. Notwithstanding anything to the contrary contained herein, this subsection shall not apply to any claims, demands, costs, liabilities, damages or expenses that result from activities that occurred on the Old Public Works Location during the period that the City occupied the Old Public Works Location. (e) The City and its governing body, officials, agents, employees and independent contractors shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, independent contractors or employees or any other person who may be about the Property or the Redevelopment Project due to any act of negligence of any person, except as such may be caused by the willful misconduct or negligence of the City, its governing body, officials, agents, employees, or independent contractors. (f) No member of the governing body, officials, agents, employees or independent contractors of the City shall be personally liable to the Developer in the event of a default or breach by any party under this Agreement. (g) 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 and not of any of the City’s its governing body membersbody, employeesofficials, attorneys agents, employees or agents independent contractors in their individual capacities.

Release and Indemnification. (a) The indemnification and covenants contained in this Section Borrower shall survive expiration or earlier termination of this Agreement. (b) The Developer hereby agrees that, anything to the contrary herein notwithstanding, it will defend, indemnify at all times protect and hold harmless the CityIssuer, its governing body the Governing Board, the Local Government Commission, the Paying Agent, the Trustee and their respective members, employeesofficers, attorneys employees and agents harmless against any and all claims, demands, actions, causes of action, loss, damage, injury, claims or liability and/or expense (including reasonable attorneys’ fees and court costs) resulting from third party claims resulting from, arising out of, or in any way connected with (1) the Developer’s breach (beyond any applicable notice and opportunity to cure) of this Agreement or the Bond Documents, (2) the negligence or intentional misconduct of the Developer or an affiliate thereof or its respective employees and agents, (3) the presence of hazardous wastes, hazardous materials or other environmental contaminants on the Project Site, except to the extent the same are released or introduced by the City, (4) any loss or damage to property or any injury to or death of any person occurring in or about that may be occasioned by any cause whatsoever pertaining to the Project, the Project Site in connection with Site, the Plant and the Equipment or the use thereof, including without limitation any activities, acts lease thereof or omissions of the Developer or a Related Party or any assignment of its respective contractors, agents or employees, or (5) otherwise arising out of the adoption or administration of interest in this Agreement, such indemnification to include reasonable expenses and attorneys' fees incurred by the Bond Documents Issuer, the Governing Board, the Local Government Commission, the Paying Agent, the Trustee and their respective members, officers, employees and agents in connection therewith, provided that such indemnity shall be effective only to the extent of any loss that may be sustained by the Issuer, the Governing Board, the Local Government Commission, the Paying Agent, the Trustee or the construction their respective members, officers, employees and agents in excess of the Project. In the event that the validity Net Proceeds received by it or construction of the Act and/or them from any other ordinance of the City adopted in connection with this Agreement or the Bond Documents or affecting the Project are contested in court, the City shall be defended, held harmless and indemnified by the Developer from and against all claims, demands and/or liabilities of any kind whatsoever including, without limitation, any claim for reasonable attorneys’ fees and court costs, and the Developer shall pay any monetary judgment and all court costs rendered against the City, if any. (c) Notwithstanding anything herein to the contrary, the City, its governing body, employees, attorneys and agents shall not be liable to the Developer for damages or otherwise in the event that all or any part of the Act and/or any other ordinance of the City adopted in connection with this Agreement, the Bond Documents or the Project is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction. (d) Notwithstanding the foregoing terms of this Section, the Developer shall have no obligation to defend, hold harmless or indemnify the City insurance carrier with respect to such loss and provided further that the benefits of this Section 7.7 shall not inure to any matter person other than the Issuer, the Governing Board, the Local Government Commission, the Paying Agent, the Trustee or expense their respective members, officers, employees and agents. The Borrower shall also at all times protect and hold the Local Government Commission and its respective members, officers, employees and agents harmless against any claims or liability resulting from or arising out of the negligence or willful misconduct of transaction contemplated by this Loan Agreement and the City. (e) All covenantsIndenture, stipulationssuch indemnification to include reasonable expenses and attorneys, promises, agreements fees incurred by the Local Government Commission and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any of the City’s governing body its respective members, employeesofficers, attorneys or employees and agents in their individual capacitiesconnection therewith.

Release and Indemnification. (a) The indemnification and covenants contained in this Section shall survive expiration or earlier termination of this Agreement. (b) The Developer hereby agrees that, anything to the contrary herein notwithstanding, it will shall defend, indemnify and hold harmless the City, City and its governing body members, employees, attorneys and agents against any and all claims, demands, actions, causes of action, loss, damage, injury, liability and/or expense (including reasonable attorneys’ fees and court costs) from third party claims resulting from, arising out of, or in any way connected with connection with: (1a) the Developer’s breach (beyond failure to comply with any applicable notice and opportunity to cure) provision of this Agreement or the Bond Documents, activities or transactions contemplated herein; (2b) the negligence or intentional misconduct of the Developer or an affiliate thereof thereof, or its their respective employees and agents, ; (3c) the presence of hazardous wastes, hazardous materials or other environmental enviromnetal contaminants on in the Project Site, except to the extent the same are released or introduced by the City, Property; (4d) any loss or damage to property or any injury to or death of any person occurring in or about the Project Site Property in connection with any activities, acts or omissions of the Developer or Developer, a Related Party Party, or any of its their respective contractorscontractos, agents or employees, ; or (5e) otherwise arising out of the adoption or administration of this Agreement, the Bond Documents or the construction of the Project. In the event that the validity or construction of the Act and/or any other ordinance of the City adopted in connection with this Agreement or the Bond Documents constrtuctin or affecting the Project are contested in court, the City shall be defended, held harmless and indemnified by the Developer from and against all claims, demands and/or liabilities of any kind whatsoever including, without limitation, any claim for reasonable attorneys’ fees and court costs, and the Developer shall pay any monetary judgment and all court costs rendered against the City, if any. (c) Notwithstanding anything herein to the contrary, the City, its governing body, employees, attorneys and agents shall not be liable to the Developer for damages or otherwise in the event that all or any part operation of the Act and/or any other ordinance of the City adopted in connection with this Agreement, the Bond Documents or the Project is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction. (d) Private Development. Notwithstanding the foregoing terms of this Sectionforegoing, the Developer shall have no obligation to defend, hold harmless or indemnify the City with respect to any matter or expense expenses resulting from or arising out of the negligence or willful misconduct of the City. (e) All covenants, stipulations, promises, agreements and . The indemnification obligations of the City contained herein Developer hereunder shall not be deemed to be assignable or delegable by the covenants, stipulations, promises, agreements and obligations Developer without the prior written consent of the City and not shall survive termination of this Agreement for any reason. In no event shall the City or any official, agent, attorney, employee or representative of the City’s governing body membersCity have any liability to the Developer or to any parent or affiliate of the Developer for damages or otherwise if all or any part of the Plan, employeesthe Agreement or any determination therein, attorneys the grant of partial real property tax abatement, this Agreement or agents any portion hereof or the Chapter 100 Transaction, is declared invalid or unconstitutional in their individual capacities.whole or in part by a final (as to which all rights of appeal have been exhausted or expired) judgment

Release and Indemnification. (a) The indemnification Purchaser hereby releases and covenants contained in this Section not to sue City under any theory with respect to the release, deposit, existence or threat of release of any Hazardous Substances on or from the Property that occurred or which occur before or after the Effective Date, whether such claim is based upon federal, state or local law, common law, or otherwise. Purchaser shall survive expiration contractually obligate any grantee, owner, tenant, occupant or earlier termination assignee of this Agreementthe Property, or any portion of the Property, to provide the same release and covenant not to sue City. (b) The Developer hereby agrees thatPurchaser shall indemnify, anything to the contrary herein notwithstandinghold harmless, it will defendand at City’s option (with such attorneys as Seller may approve in advance and in writing), indemnify and hold harmless the defend City, its governing body membersdirectors, trustees, employees, attorneys contractors, agents and agents mortgagees or other lien holders, from and against any and all claims, demands, expenses, actions, causes judgments, damages (whether consequential, direct or indirect, known or unknown, foreseen or unforeseen), penalties, fines, liabilities, losses of actionevery kind and nature (including. without limitation, loss, damage, sums paid in settlement of claims and any costs and expenses associated with injury, liability and/or expense (including reasonable illness or death to or of any person), suits, administrative proceedings, costs and fees, including, but not limited to, attorneys’ and consultants’ fees and court costs) from third party claims resulting fromexpenses, and the costs of cleanup, remediation, removal and restoration (all of the foregoing being hereinafter sometimes collectively referred to as “losses”), arising out of, from or in related to any way connected with (1) the Developer’s breach (beyond violation or alleged violation of any applicable notice and opportunity to cure) of this Agreement or the Bond Documents, (2) the negligence or intentional misconduct of the Developer or an affiliate thereof or its respective employees and agentsrequirements, (3) the presence of hazardous wastesordinances, hazardous materials statutes, regulations or other environmental contaminants on the Project Sitelaws, except to the extent the same are released or introduced by the City, (4) any loss or damage to property or any injury to or death of any person occurring in or about the Project Site in connection with any activities, acts or omissions of the Developer or a Related Party or any of its respective contractors, agents or employees, or (5) otherwise arising out of the adoption or administration of this Agreement, the Bond Documents or the construction of the Project. In the event that the validity or construction of the Act and/or any other ordinance of the City adopted in connection with this Agreement or the Bond Documents or affecting the Project are contested in court, the City shall be defended, held harmless and indemnified by the Developer from and against all claims, demands and/or liabilities of any kind whatsoever including, without limitation, Environmental Laws or any claim for reasonable attorneys’ fees and court costs, and breach of the Developer shall pay any monetary judgment and all court costs rendered against the City, if any. (c) Notwithstanding anything herein to the contrary, the City, its governing body, employees, attorneys and agents shall not be liable to the Developer for damages or otherwise in the event that all provisions of this Agreement or any part of the Act and/or any other ordinance of the City adopted in connection with this Agreement, the Bond Documents or the Project is declared invalid or unconstitutional in whole or in part thereof caused by the final (as to which all rights of appeal have expired acts or have been exhausted) judgment omissions of any court of competent jurisdiction. (d) Notwithstanding the foregoing terms of this Sectionpersons or entities whatsoever, the Developer shall have no obligation whether related or unrelated to defendPurchaser, hold harmless or indemnify the City Purchaser warrants that it intends to act as an insurer with respect to any matter or expense resulting from or arising out its duty to indemnify City hereunder. The terms and conditions of this paragraph shall be included in the covenant deed for the Property, which shall also run with the Property and bind future grantees, owners, tenants, occupants and assignees of the negligence or willful misconduct of Property without affecting the City. (e) 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 and not of any of the City’s governing body members, employees, attorneys or agents in their individual capacitiesPurchaser hereunder.

Release and Indemnification. (a) The indemnification and covenants contained in this Section shall survive expiration or earlier termination of this Agreement. (b) The Developer hereby agrees that, anything to the contrary herein notwithstanding, it will defend, indemnify and hold harmless the City, City and its governing body members, employees, attorneys and agents against any and all claims, demands, actions, causes of action, loss, damage, injury, liability and/or expense (including reasonable attorneys’ fees and court costs) from third party claims resulting from, arising out of, or in any way connected with with: (1) the Developer’s breach (beyond failure to comply with any applicable notice and opportunity to cure) provision of this Agreement or the Bond Documents, activities or transactions contemplated herein; (2) the negligence or intentional misconduct of the Developer or an affiliate thereof thereof, or its their respective employees and agents, ; (3) the presence of hazardous wastes, hazardous materials or other environmental contaminants on in the Project Site, except to the extent the same are released or introduced by the City, Redevelopment Area; (4) any loss or damage to property or any injury to or death of any person occurring in or about the Redevelopment Project Site in connection with any activities, acts or omissions of the Developer or Developer, a Related Party Party, or any of its their respective contractors, agents or employees, or ; or (5) otherwise arising out of the adoption or administration of this Agreement, the Bond Documents Agreement or the construction or operation of the Redevelopment Project. In the event that If the validity or construction of the Act and/or any other ordinance of the City adopted State laws or local ordinances or resolutions in connection with this Agreement or the Bond Documents or affecting the Redevelopment Project are contested in court, the City Developer shall be defendeddefend, held hold harmless and indemnified by indemnify the Developer City from and against all claims, demands and/or liabilities of any kind whatsoever including, without limitation, any claim for reasonable attorneys’ fees and court costs, and the Developer shall pay any monetary judgment and all court costs rendered against the City, if any. (c) Notwithstanding anything herein to the contrary, the City, City and its governing body, employees, attorneys and agents shall not be liable to the Developer for damages or otherwise in the event that if all or any part of the Act and/or Chapter 353 or any other ordinance or resolution of the City adopted in connection with this Agreement, the Bond Documents Agreement or the Redevelopment Project is declared invalid or unconstitutional in whole or in part by the final (as to which all rights of appeal have expired or have been exhausted) judgment of any court of competent jurisdiction. (d) Notwithstanding the foregoing terms of this Section, the Developer shall have no obligation to defend, hold harmless or indemnify the City with respect to any matter or expense resulting from or arising out of the negligence or willful misconduct of the City. (e) 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 solely, and not of any of the City’s its governing body members, employees, attorneys or and agents in their individual capacities.