Common use of Indemnity by the Developer Clause in Contracts

Indemnity by the Developer. (a) The Developer shall fully indemnify, hold harmless and defend the Client and Client Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (i) failure of the Developer to comply with Applicable Laws and Applicable Permits; (ii) payment of taxes required to be made by the Developer in respect of the income or other taxes of the Developer’s contractors, suppliers and representatives; or (iii) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its contractors which are payable by the Developer or any of its contractors. (b) Without limiting the generality of the provisions of this Article, the Developer shall fully indemnify, hold harmless and defend Client Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which Client Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer’s Contractors in performing the Developer’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for the Client a licence, at no cost to the Client, authorising continued use of the infringing work. If the Developer is unable to secure such licence within a reasonable time, the Developer shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non-infringing.

Indemnity by the Developer. (a) The 21.2.1 Without limiting the generality of Clause 21.1, the Developer shall fully indemnify, hold harmless and defend the Client MOR and Client MOR Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (ia) failure of the Developer to comply with Applicable Laws and Applicable Permits; (iib) payment of taxes required to be made by the Developer in respect of the income or other taxes of the Developer’s Developer‟s contractors, suppliers and representatives; or (iiic) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its contractors which are payable by the Developer or any of its contractors. (b) 21.2.2 Without limiting the generality of the provisions of this ArticleArticle 21, the Developer shall fully indemnify, hold harmless and defend Client MOR Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which Client MOR Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer’s Developer‟s Contractors in performing the Developer’s Developer‟s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectRail System, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for the Client MOR a licence, at no cost to the ClientMOR, authorising continued use of the infringing work. If the Developer is unable to secure such licence within a reasonable time, the Developer shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-non- infringing work or part or process, or modify the same so that it becomes non-non- infringing.