By Developer. Developer shall have the right at all reasonable times to enter upon the Project Site to construct the Project pursuant to this Facilities Lease. Following the acceptance of the Project by District, Developer may enter the Project at reasonable times with advance notice and arrangement with District for purposes of making any repairs required to be made by Developer.
By Developer. Developer agrees to, and shall, indemnify, defend and hold harmless Fig and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns, from and against any and all third-party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities (each, a “Claim”) to the extent arising from or in connection with (a) any allegation that, if true, would constitute a breach of any of the representations, warranties, undertakings or agreements made by Developer under this Agreement, (b) any Claim that the Licensed Game or any associated advertising or promotional content violates or infringes the intellectual property rights, or rights or privacy or publicity, of any third party; (c) any alleged violation by Developer, or any party engaged by Developer, of any law or regulation; or (d) any Claim based on any actual or alleged misstatement or omission in any filing made by Fig or any Affiliate of Fig with any regulatory authority, or any information provided to potential investors in Fig or such Affiliate with respect to the Licensed Game or this Agreement, in each case to the extent such misstatement or omission arises from information provided by Developer to Fig or any Affiliate of Fig. Developer shall bear full responsibility for the defense (including any settlements) of any such Claim, provided that Fig obtains Developer’s written approval to all such information provided in the filings with any regulatory authority or to potential investors, such approval to not be unreasonably withheld and in any and all cases to be communicated to Fig within forty-eight (48) hours of Developer’s receipt of the proposed information to be provided. For the avoidance of doubt, Developer’s obligations pursuant to this Section 8.1.1 apply without limitation in the case of Fig Sales as well as distribution by or for Developer.
By Developer. To the fullest extent permitted by law, Developer shall indemnify, hold harmless and defend the indemnified parties from and against all liability to the extent caused by the negligent act or omission or willful misconduct of Developer or a related party in the performance of its obligations hereunder . “Indemnified parties” includes the other parties to this Agreement.
By Developer. Developer will indemnify and save Owner harmless from and against any and all loss, cost or expense (including, without limitation, reasonable attorneys' fees and court costs) arising out of any breach of any of the representations, warranties, covenants and agreements of Developer under this Agreement.
By Developer. Save and except otherwise permitted by this Development Agreement, Developer shall not assign, transfer, mortgage, charge, sub-let, deal with, sub-contract, or otherwise grant rights in or over all or any of the rights, or all or any of its obligations or liabilities under this Development Agreement.
By Developer. Prior to one year after the expiration of the Development and Sales Period and except as provided in Sec 90 (4) of the Act, the Developer reserves the right to amend materially the Condominium Documents, without the consent of any Co-owner or mortgagee, or any other person, in order to correct the survey or other errors or omissions made in such documents and to make such other amendments to Condominium Documents that are necessary to conform and clarify the terms, provisions, rights, duties, and responsibilities of the Developer, the Association, and Co-owners, including a Consolidating Master Deed amendment or amendment dealing with the addition, withdrawal, or modification of Units, General and Limited Common Elements or other physical characteristics of the Project.
By Developer. Developer shall have the sole and absolute right to assign any interest it acquires pursuant to this Agreement. Such assignment may be made with or without notice to Operator; provided, however, until such time as Operator has received written notice of such assignment, it may deal solely with such Developer and need not recognize any party claiming through or under such Developer.
By Developer. The Agency shall, upon Developer’s reasonable prior request, execute a Permit to Enter to permit Developer or its agents or designees to temporarily access any Agency Lots without charge for purposes consistent with the DDA, including, but not limited to, use as a construction staging facility or marketing and sales center.