Common use of Developer Indemnity Clause in Contracts

Developer Indemnity. The Developer will defend the District and the Town and the Developer shall defend, indemnify, assume all responsibility for and hold the District and the Town, and their respective Board and Council members, officers, agents, and employees, collectively the “Indemnified Parties” or singularly, each an “Indemnified Party”) harmless, including without limitation, for attorney’s fees and costs, from all claims or suits for and damages to property and injuries to persons, including accidental death, that may be caused by any of the Developer’s activities undertaken pursuant to this Agreement. a. If any claim relating to the matters indemnified against pursuant to this Agreement is asserted against an Indemnified Party that may result in any damage for which any Indemnified Party is entitled to indemnification under this Agreement, then the Indemnified Party shall promptly give notice of such claim to the Developer. b. Upon receipt of such notice, the Developer shall have the right to undertake, by counsel or representatives of its own choosing, the good faith defense, compromise or settlement of the claim, such defense, compromise or settlement to be undertaken on behalf of the Indemnified Party. c. The Indemnified Party shall cooperate with the Developer in such defense at the Developer’s expense and provide the Developer with all information and assistance reasonably necessary to permit the Developer to settle and/or defend any such claim. d. The Indemnified Party may, but shall not be obligated to, participate at its own expense in a defense of the claim by counsel of its own choosing, but the Developer shall be entitled to control the defense unless the Indemnified Party has relieved the Developer from liability with respect to the particular matter. e. If the Developer elects to undertake such defense by its own counsel or representatives, the District shall give notice of such election to the Indemnified Party within ten (10) days after receiving notice of the claim from the Indemnified Party. f. If the Developer does not so elect or fails to act within such period of ten (10) days, the Indemnified Party may, but shall not be obligated to, undertake the sole defense thereof by counsel or other representatives designated by it, such defense to be at the expense of the Developer. g. The assumption of such sole defense by the Indemnified Party shall in no way affect the indemnification obligations of the Developer.

Developer Indemnity. The Developer will defend the District and the Town and the Developer shall defend, indemnify, assume all responsibility for and hold the District Town and the TownDistrict, and their respective Board and Council membersits members of its governing body, officers, agents, and employees, collectively the “Indemnified Parties” or singularly, each an “Indemnified Party”) harmless, including without limitation, for attorney’s fees and costs, from all claims or suits for and damages to property and injuries to persons, including accidental death, that may be caused by any of the Developer’s activities undertaken pursuant to this Agreement or the Developer’s activities regarding the financing, development, improvement, redevelopment, construction, repair, maintenance, management, acquisition, leasing, sale, disposition or other conduct or activities, related to the Project, whether such activities are undertaken by the Developer or anyone directly or indirectly employed by or under contract to the Developer or contractor of the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer’s obligations under this Section 6.1 shall not apply to losses, damages or claims arising from acts or omission of the Indemnified Parties. a. (a) If any claim relating to the matters indemnified against pursuant to this Agreement is asserted against an Indemnified Party that may result in any damage for which any Indemnified Party is entitled to indemnification under this Agreement, then the Indemnified Party shall promptly give notice of such claim to the Developer. b. (b) Upon receipt of such notice, the Developer shall have the right to undertake, by counsel or representatives of its own choosing, the good faith defense, compromise or settlement of the claim, such defense, compromise or settlement to be undertaken on behalf of the Indemnified Party. c. (c) The Indemnified Party shall cooperate with the Developer in such defense at the Developer’s expense and provide the Developer with all information and assistance reasonably necessary to permit the Developer to settle and/or defend any such claim. d. (d) The Indemnified Party may, but shall not be obligated to, participate at its own expense in a defense of the claim by counsel of its own choosing, but the Developer shall be entitled to control the defense unless the Indemnified Party has relieved the Developer from liability with respect to the particular matter. e. (e) If the Developer elects to undertake such defense by its own counsel or representatives, the District Developer shall give notice of such election to the Indemnified Party within ten (10) days after receiving notice of the claim from the Indemnified Party. f. (f) If the Developer does not so elect or fails to act within such period of ten (10) days, the Indemnified Party may, but shall not be obligated to, undertake the sole defense thereof by counsel or other representatives designated by it, such defense to be at the expense of the Developer.defense g. (g) The assumption of such sole defense by the Indemnified Party shall in no way affect the indemnification obligations of the Developer. (h) Notwithstanding the foregoing, the Town may, at its sole discretion, assume the defense of any claims asserted against it. Such defense shall in no way affect the indemnification obligations of the Developer.