Common use of Developer’s Indemnity Clause in Contracts

Developer’s Indemnity. To the full extent permitted by law, Developer shall indemnify, defend and hold harmless Authority, and any and all of its employees, officials and agents (the "Indemnitees") from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or cost of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest or defense costs, including expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, to: (i) Developer's failure to comply with all applicable laws; (ii) defects in the design of the Project as to all or any portion of the Project developed or caused to be developed by Developer, or (iii) any negligent performance or act or negligent failure to perform or act pursuant to this Agreement by Developer, or by any individual or entity that Developer shall bear the legal liability thereof including but not limited to officers, agents, employees or contractors of Developer. Without affecting the rights of Indemnitees under any provisions of this Agreement, Developer shall not be required to indemnify and hold harmless Indemnitees for liability attributable to the active negligence of lndemnitees, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. Failure of Indemnitees to monitor compliance with these requirements imposes no additional obligations on Indemnitees and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth here is binding on the successors, assigns or heirs of Developer and shall survive the termination of this Agreement. This indemnification provision supplements and in no way limits the scope of the indemnification set out elsewhere in this Agreement. The indemnity obligation of Developer under this Section shall survive the expiration or termination, for any reason, of this Agreement.

Developer’s Indemnity. To 39.1 Subject always to the full extent permitted by lawcaps on liability in clause 38.6, the Developer shall indemnify, defend and hold harmless Authority, and any and all of its employees, officials and agents (the "Indemnitees") from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or cost of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest or defense costs, including expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, to: (i) Developer's failure to comply with all applicable laws; (ii) defects in the design of the Project as to all or any portion of the Project developed or caused is to be developed by Developer, or (iii) any negligent performance or act or negligent failure to perform or act pursuant to this Agreement by Developer, or by any individual or entity that Developer shall bear the legal liability thereof including but not limited to officers, agents, employees or contractors of Developer. Without affecting the rights of Indemnitees under any provisions of this Agreement, Developer shall not be required responsible for and to indemnify and hold harmless Indemnitees for TfL, LUL, CRL and each wholly owned TfL Subsidiary and their employees and agents ("Indemnified Parties") against all costs, claims, loss, demands or liability attributable actions, charges, proceedings, expenses and damages (including any TfL Internal Time Costs) (together, “Losses”) incurred or suffered by them in respect of any of the following matters: (a) any injury to any person or physical damage to the active Demised Premises or the Railway Assets and Premises resulting from any breach or non-performance of the Developer's obligations under this Agreement or any act, default or negligence of lndemniteesthe Developer; (b) (Reason: 2) (c) any charges payable in respect of any Planning Permission implemented by the Developer in respect of the Development; (d) any breach of Legislation; and (e) any breach of: (i) any obligation of the Developer to afford or allow CRL (or its contractors or consultants) access to the Supplemental Lease Premises to carry out the CRL Works, provided such active negligence is determined including any related snagging or defect rectification works, pursuant to the terms of this Agreement and the Crossrail Licence; or (ii) any side by agreement side working arrangements which may be agreed between the parties Developer and the contractor(s) undertaking the CRL Works pursuant to clause 11.2, Provided Always That: (f) the Indemnified Parties must provide reasonable evidence of the quantum of any Losses and that the same have been actually incurred and were properly incurred; (g) the Indemnified Parties shall take reasonable steps to mitigate any Losses save where such steps may cause a TfL Adverse Effect; (h) (save insofar as the Indemnified Parties were acting in accordance with and in the proper exercise of their rights and obligations under this Agreement) the Developer’s liability shall be reduced to the extent that the Indemnified Parties have contributed to the act or default which gave rise to the Developer's liability under this clause; (i) the Indemnified Parties shall notify the Developer in writing as soon as reasonably practicable of any matter which may give rise to liability under this indemnity and shall keep the Developer duly informed in relation to any claims which arise therefrom and shall supply copies of relevant documents and correspondence save such as are the subject of bona fide confidentiality undertakings or which are privileged; (j) the Indemnified Parties shall (at the Developer's cost) take such action as the Developer may reasonably request and which shall be reasonable to take to avoid, resist, dispute, appeal, compromise or defend any such matter save insofar as: (i) such action may have a TfL Adverse Effect; or (ii) court proceedings have been issued or are threatened and such proceedings would, in the reasonable opinion of TfL, be likely to have a material detrimental impact on the reputation of TfL; and (k) the Indemnified Parties shall not admit liability, settle or compromise any such matter without first obtaining the Developer's approval in writing (such approval not to be unreasonably withheld or delayed), save where failure to admit liability, settle or compromise may adversely affect the operation of the Railway Undertaking. Where the Developer fails to respond to a request for such approval within ten (10) Business Days of receipt of a request, the approval shall be deemed to have been given for the purposes of this clause. 39.2 The Parties acknowledge that if the Developer Works result in a PPP Contractor being unable to comply with its works or services performance targets and obligations under the terms of the relevant contract with TfL such that TfL is unable to impose or recover any damages abatement or payment deduction under the relevant contract, TfL's loss in such circumstances shall be recoverable under the indemnity in this clause 39 and shall include an amount equal to any damages abatement or payment deduction which TfL would otherwise have been able to impose or recover from the relevant contractor Provided That TfL shall take reasonable steps to mitigate the amount thereby payable, save where such steps are likely to cause a TfL Adverse Effect. 39.3 The due date for the making of a payment by the findings of a court of competent jurisdiction. Failure of Indemnitees to monitor compliance with these requirements imposes no additional obligations on Indemnitees Developer under clauses 39.1 and 39.2 will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth here is binding be the date falling ten (10) Business Days after TfL has served notice on the successorsDeveloper demanding such payment (and complying with the requirements in clause 39.1(f)), assigns or heirs of Developer and shall survive the termination of this Agreement. This indemnification provision supplements and in no way limits the scope unless a bona fide dispute as to a material element of the indemnification set out elsewhere sums in this Agreement. The indemnity obligation question is then ongoing Provided That: (a) if following settlement of the dispute the sum due remains the same the due date for calculating interest shall be ten (10) Business Days after service of such notice (with evidence as mentioned in clause 39.1(f)); and (b) to the extent any sum is not in dispute the due date for calculating interest on the sum not disputed shall be ten (10) Business Days after service of such notice (with evidence as mentioned in clause 39.1(f)). 39.4 Except as required by law, all payments by the Developer under this Section shall survive the expiration or termination, for any reason, clauses 39.1 and 39.2 will be made free and clear of this Agreementall deductions and withholdings in respect of taxation.

Developer’s Indemnity. To the full extent permitted by law, Developer shall indemnify, defend and hold harmless Authority, and any and all of its employees, officials and agents (the "Indemnitees") from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, compliance with applicable federal and state labor standards, regulatory proceedings, losses, expenses or cost of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest or defense costs, including expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, to: (i) Developer's failure to comply with all applicable laws; (ii) defects in the design performance of the Project as to all or any portion of the Project developed or caused to be developed by Developer, or (iii) any negligent performance or act or negligent failure to perform or act pursuant to this Agreement by Developer, or by any individual or entity that Developer shall bear the legal liability thereof including but not limited to officers, agents, employees or contractors of Developer. Without affecting the rights of Indemnitees under any provisions of this Agreement, Developer shall not be required to indemnify and hold harmless Indemnitees lndemnitees for liability attributable to the active negligence of lndemniteesIndemnitees, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where Indemnitees are shown to have been actively negligent and where lndemnitees' active negligence accounts for only a percentage of the liability involved, the obligation of Developer will be for that entire portion or percentage of liability not attributable to the active negligence of Indemnitees. ▇▇▇▇▇▇▇▇▇ agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every contractor or any other person or entity involved by, for, with or on behalf of Developer in the in the performance of this Agreement. In the event Developer fails to obtain such indemnity obligations from others as required here, ▇▇▇▇▇▇▇▇▇ agrees to be fully responsible according to the terms of this Section 5.9.2. Failure of Indemnitees to monitor compliance with these requirements imposes no additional obligations on Indemnitees and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth here is binding on the successors, assigns or heirs of Developer and shall survive the termination of this Agreement. This indemnification provision supplements and in no way limits the scope of the indemnification set out elsewhere in this Agreement. The indemnity obligation of Developer under thisAgreement or this Section shall survive the expiration or termination, for any reason, of this Agreement5.9.2.