Common use of Developer Indemnity Clause in Contracts

Developer Indemnity. Developer is responsible for using the proceeds of the AHSC Loan and a portion of the AHSC Grant proceeds in the amount of $1,145,300, and other funds as documented in the AHSC Application, to fund the Housing Project and the Transportation Program in accordance with the AHSC Standard Agreements. Developer shall indemnify, defend, protect, and hold harmless the AC Transit and its affiliates, directors, officers, partners, members, agents and employees (each, an “AC Transit Indemnified Party”) against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising out of or in connection with Developer’s, and its agents, contractors and consultants’, performance of or failure to perform its obligations to complete construction and development of the Housing Development and its obligation to fund the Transportation Program, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the AC Transit Indemnified Party be indemnified hereunder for any Claims resulting from such party’s sole negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ agrees to pay all of the costs and expenses of the AC Transit Indemnified Party, including attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any AC Transit Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. Developer and AC Transit shall also each be referred to in this Agreement as an “Indemnitor.”

Developer Indemnity. Developer is responsible for using the proceeds of the AHSC Loan and a portion of the AHSC Grant proceeds in the amount of $1,145,300, and other funds as documented in the AHSC Application, to fund the Housing Project and the Transportation Program in accordance with the AHSC Standard Agreements. Partnership and Developer shall indemnify, defend, protect, and hold harmless the City and AC Transit and its their respective affiliates, directors, officers, officials, partners, memberscouncilmembers, commissioners, agents and employees (each, an “AC Transit Agency Indemnified Party”) against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising out of or in connection with Developer’s, and its agents, contractors and consultants’, performance of or failure to perform its obligations to complete construction and development of the Housing Development and its obligation to fund the Transportation Program, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the AC Transit Indemnified Party be indemnified hereunder for any Claims resulting from such party’s sole negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ agrees to pay all of the costs and expenses of the AC Transit Indemnified Party, including attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any AC Transit Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. Developer and AC Transit shall also each be referred to in this Agreement as an “Indemnitor.”

Developer Indemnity. Developer is responsible for carrying out the Developer Obligations using the proceeds of the AHSC Loan and a portion of the AHSC Grant proceeds in the amount of $1,145,300, and other funds as documented in the AHSC Application, to fund the Housing Project and the Transportation Program Financing in accordance with the AHSC Standard AgreementsDocuments, including, but not limited to, any disbursement deadlines contained. Developer shall indemnify, defend, protect, and hold harmless the AC Transit District and its affiliates, directors, officers, partners, members, agents and employees (each, an “AC Transit District Indemnified Party”) and the City Indemnified Party against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising out of or in connection with Developer’s, and its agents, contractors and consultants’, ’s performance of or failure to perform its obligations Developer Obligations to complete construction and development of the Housing Development and its obligation to fund the Transportation ProgramDevelopment, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the AC Transit District Indemnified Party or the City Indemnified Party be indemnified hereunder for any Claims resulting to the extent said Claims result from such party’s sole gross negligence or willful misconduct. ▇▇▇▇▇▇▇▇▇ Developer agrees to pay all of the costs and expenses of the AC Transit District Indemnified Party and the City Indemnified Party, including reasonable attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, caused by a Developer breach of the Agreement, including, but not limited to, all such costs and expenses which may be incurred by any AC Transit District Indemnified Party and City Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. Developer and AC Transit shall also each be referred to in this Agreement as an “Indemnitor.”