Common use of Indemnification by Developer Clause in Contracts

Indemnification by Developer. Except to the extent they are caused by the gross negligence, illegal conduct, or willful misconduct of the Town or the Trustees, or their officers, directors, agents, or employees, Developer shall indemnify, defend, and hold harmless the Town and the Trustees, and their officers, officials, agents, employees, and contractors, against any and all liability, actions, damages, claims, demands, judgments, losses, costs, reasonable expenses, and fees, including reasonable attorneys’ fees, to the extent such losses relate to injury or death to persons loss or damage to property, or environmental harm or damage (collectively, “Losses”), and Developer will defend the Town and the Trustees and their officers, officials, agents, employees, and contractors in any court or administrative action or proceeding, and any appeal thereof, in connection with such Losses, whether or not finally adjudicated and including any settlement thereof, provided such Losses result from or arise out of any act, omission, negligence or other fault of Developer, any Related Party, or any of Developer’s or any Related Party’s officers, directors, members, agents, employees, and/or contractors, and further provided such Losses arise out of or occur in connection with this Agreement, or the construction, operation, maintenance, repair, decommissioning, or removal of the Project, or any restoration activity associated with the Project. In the event a claim, action, demand, suit, or proceeding is instituted against the Town or the Trustees by any third party for a money judgment only, pursuant to which the Town or the Trustees is entitled to be indemnified hereunder, the Town or the Trustees shall immediately notify Developer in writing and contemporaneously provide Developer a copy of the written document(s) presented by such third party.