Redeveloper Indemnification Clause Samples

The Redeveloper Indemnification clause requires the redeveloper to protect and compensate the other party for losses, damages, or liabilities arising from the redeveloper's actions or omissions during a project. Typically, this means the redeveloper must cover legal costs, claims, or damages resulting from construction activities, environmental issues, or breaches of contract. The core function of this clause is to allocate risk by ensuring that the redeveloper bears responsibility for any harm caused by their conduct, thereby safeguarding the other party from financial exposure related to the redeveloper's work.
Redeveloper Indemnification. (a) Except for the remediation of environmental matters that are the responsibility of the Department of the Navy, and as otherwise specifically set forth in the Agreement, the Redeveloper covenants and agrees, at its expense, to pay and to indemnify, protect, defend and hold the Agency Indemnified Parties harmless from and against all liability, losses, damages, demands, costs, claims, injury, investigations, remediation costs, lawsuits, civil proceedings, administrative proceedings, fines, penalties, and expenses (including attorney’s fees and court costs) and disbursements of every kind, character and nature resulting, wholly or partially, from the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing, leasing or sale of the Redevelopment Project, including but not limited to, (i) the death of any person or any accident, injury, loss, and damage whatsoever to any person or to the property of any person which shall occur on the Project Area, prior to any Permitted Transfer, and which results, wholly or partially, from any negligence or willful misconduct of the Redeveloper, its agents, servants, employees, or contractors, but excluding damage, liability, costs and expenses to the extent that same may result from gross negligence or willful misconduct of the Agency, its employees, representatives or agents, or (ii) any lawsuit or other proceeding commenced by any person or entity, because of action(s) or omissions taken by the Redeveloper, its contractors, employees, agents, representatives and elected or appointed officials in connection with the Redevelopment Project, this Redevelopment Agreement or the Financial Agreement, except to the extent that any loss is caused by the act or negligence of the Agency Indemnified Party (hereinafter “Liabilities”). (b) The Redeveloper shall defend, indemnify and hold harmless the Agency Indemnified Parties from Liabilities which result, wholly or partially, from (i) unless by reason of an Uncontrollable Circumstance, the performance or any unexcused failure or delay of performance by the Redeveloper of its obligations under this Redevelopment Agreement; or (ii) any bodily injury or property damage that may occur in the Project Area during the term of this Redevelopment Agreement; provided, however, that such indemnity shall not include the actions or inactions of third-parties or the Agency Indemnified Parties over whom the Redeveloper does not exercise...
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Redeveloper Indemnification. (a) The term “Section 8.1(a) Indemnified Claim” shall mean (i) the death of any Person or any accident, injury, loss, and damage whatsoever to any Person or to the Property of any Person which shall occur on the Project Area, Project Improvements, or any part thereof, and which results from any negligence or willful misconduct of Redeveloper, its agents, servants, employees, or contractors in connection with the condition, use, possession, conduct, management, planning, design, construction, installation, financing, leasing or sale of the Project Area and Project Improvements, but excluding damage, liability, costs and expenses to the extent that same may result from the negligence or willful misconduct of the Borough Indemnified Parties, and (ii) any lawsuit or other proceeding commenced by any Person or entity and arising from a Redeveloper Event of Default hereunder, other than a lawsuit between Redeveloper and the Borough Indemnified Parties. The Redeveloper covenants and agrees to indemnify, protect, defend and hold the Borough Indemnified Parties harmless from and against all liability, losses, damages, demands, costs, claims, lawsuits, administrative proceedings, fines, penalties, and expenses (including reasonable attorneys’ fees and court costs) of every kind, character and nature arising from a Section 8.1(a)
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Redeveloper Indemnification. Redeveloper agrees to indemnify and hold harmless and defend the Borough and hold harmless and defend the Borough Indemnified Parties, and the Redeveloper shall pay any and all liability, loss, cost, damage, claims, judgments or expenses, of any and all kinds or nature and however arising, by third parties, which claims arise from the Project, which the Borough and/or the Borough Indemnified Parties may sustain, be subject to or be caused to incur by reason of any claim, suit or action based upon personal injury, death or damage to property, whether real, personal or mixed, in connection with the condition, use, possession, conduct, management, planning, design, construction installation, financing, marketing, leasing, or sale of the Project by Redeveloper or based upon or arising out of the actual breach of contract by the Redeveloper of contracts entered into by the Redeveloper, which directly relate to the Redeveloper’s act or omission relating to the Project, except to the extent any claim, suit or action arises from the gross negligence or intentional and willful acts of the Borough and/or the Borough Indemnified Parties.
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Redeveloper Indemnification. The Redeveloper agrees to indemnify and hold the City and its officers and employees harmless against all claims by or on behalf of any person, firm or corporation and to protect the City against any losses or damages suffered by the City arising from: (i) any violation by the Redeveloper of any easements, conditions, restrictions, building regulations, zoning ordinances, or land use regulations affecting the Project Site or the Project; or (ii) any violation by the Redeveloper of state or federal securities law in connection with the offer and sale of interests in any part of the Project; or (iii) the Redeveloper’s operation or management of the Project, any work or thing done within the Project Site by Redeveloper or any work or activity done by the Redeveloper in connection with the construction of the Project; or iv) any breach or default of any obligation of the Redeveloper under this Agreement or v) any act of negligence of the Redeveloper or any of its agents, contractors, servants or employees in connection with the Project. In case any such claim shall be made or action brought based upon any such claim in respect of which indemnity may be sought against the Redeveloper or if any loss or damage for which indemnity is due from the Redeveloper is threatened, the City shall give prompt written notice to the Redeveloper of any such claim or threatened loss or damage, setting forth the particulars of such claim or threatened loss or damage and the Redeveloper shall immediately assume the defense of any claim, including the employment of counsel and the payment of all costs and expenses, and immediately act to protect, indemnify and hold harmless the City against any threatened or actual loss or damage which is subject to being indemnified under this paragraph. The City shall have the right to employ separate counsel in any such situation and to participate in the defense of any claim related thereto, but the fees and expenses of such counsel shall be at the expense of the City.
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Related to Redeveloper Indemnification

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Lessee Indemnification Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Purchaser Indemnification 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such condition. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’s sole discretion. Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if the Phase I for any Property concludes that a Phase II is recommended, but the applicable Seller refuses permission for such Phase II (in such Seller's sole and absolute discretion), Purchaser may terminate this Contract pursuant to Section 3.2 prior to the expiration of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than One Million Dollars ($1,000,000.00) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) or commonwealth(s) in which the Properties are located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.