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...
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)
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.
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.