Indemnities of the Developer Sample Clauses

Indemnities of the Developer. ‌ In addition to the Developer’s indemnity obligations as set forth elsewhere in this Agreement, the Developer will indemnify, defend, and hold harmless a State Indemnitee from and against any actual Losses by such State Indemnitee (except to the extent such Losses are solely caused by the misconduct, negligence or other culpable act, error or omission of a State Indemnitee), due to Third-Party Claims that are based upon:
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Indemnities of the Developer. (a) any actual or alleged failure by the Developer to comply with, observe or perform any of the covenants, obligations, agreements, terms or conditions in this Agreement or a Project Agreement or, any actual or alleged breach by the Developer of its ... (b) any actual or alleged misconduct, negligence or other culpable act, error or omission of a Developer Party in connection with the Project; (c) any actual or alleged patent or copyright infringement or other actual or alleged improper appropriation or use by a Developer Party of trade secrets, patents, proprietary information, know-how, trademarked or service marked materials, equipment, ... (d) any actual or alleged inverse condemnation, trespass, nuisance or similar taking of or harm to real property committed or caused by a Developer Party in connection with the Project arising from any actual or alleged (i) failure by the Developer to... (e) any actual or alleged violation of any Federal or state securities or similar law by any Developer Party, or the Developer’s failure to comply with any requirement necessary to preserve the tax exempt status of interest paid on the PABs; (f) any actual or alleged Tax attributable to any Transfer of the Developer’s Interest or any part thereof; or (g) any actual or alleged claim for brokerage commissions, fees or other compensation by any Person who acted on behalf of the Developer, its Affiliates or their respective Representatives in connection with this Agreement or a Project Agreement, any ...
Sample 1

Related to Indemnities of the Developer

  • OBLIGATIONS OF THE DEVELOPER In addition to and not in derogation or substitution of any of its other obligations under this Agreement, the Developer shall have the following obligations:

  • Representations of the Developer The Developer represents, covenants and warrants to the District as follows:

  • Representations and Warranties of the Developer The Developer represents and warrants to the Authority that:

  • Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Purchaser as follows:

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree (Yes) Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes Does Vendor agree? Yes, Vendor agrees (Yes) No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees (Yes)

  • Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:

  • Representations and warranties of the Contractor (i) The Contractor represents and warrants to the Authority that:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Obligations of the Consultant A. CONSULTANT shall perform as required by this AGREEMENT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this AGREEMENT.

  • Representations and Warranties of Developer Developer makes the following representations and warranties:

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