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any person, firm, or corporation other than the Parties hereto and their respective successors or
<br />assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or
<br />condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and
<br />conditions hereof shall be for the sole and exclusive benefit of the Parties herein.
<br />J. Neither the University nor the City may assign rights or obligations under this Agreement to
<br />any third party without obtaining the prior written consent of FREG Stephenson, which may
<br />be given or withheld in their sole discretion. FREG Stephenson may assign rights and
<br />obligation under this Agreement to any purchaser of the Property or FREG's Lender.
<br />K. The University shall indemnify, hold harmless and, if elected by FREG Stephenson, defend
<br />FREG Stephenson and FREG's Lender and their respective officers, directors, partners, agents,
<br />employees, parents, subsidiaries and affiliates, and each person who holds a direct or indirect
<br />ownership interest in Forum or Owner (collectively the "Forum Parties") from and against any
<br />and all claims, demands, liabilities, losses, damages, costs and expenses (including, without
<br />limitation, reasonable attorney's fees and litigation expenses) arising out of or in connection
<br />with: (i) bodily injury to or death of a person or damage to tangible personal property owned
<br />by a third party to the extent arising or resulting from the negligent acts or omissions
<br />(including, but not limited to, willful misconduct) of the University or any of its officers,
<br />employees or authorized agents in respect of the Project; (b) the negligent acts or omissions
<br />(including, but not limited to, willful misconduct) of the University or any of its officers,
<br />employees and (c) a breach of this Agreement by the University or any of its officers,
<br />employees or authorized agents. This indemnity shall not be construed to include claims,
<br />demands, liabilities, losses, damages, costs and expenses to the extent arising from the
<br />negligent acts or omissions of the City or the Forum Parties, their members, directors, officers,
<br />employees or agents. The obligations of this section shall survive shall the Closing or any
<br />termination of this Agreement.
<br />L. The City shall indemnify, hold harmless and, if elected by FREG Stephenson Mill, defend the
<br />Forum Parties from and against any and all claims, demands, liabilities, losses, damages, costs
<br />and expenses (including, without limitation, reasonable attorney's fees and litigation expenses)
<br />arising out of or in connection with: (i) bodily injury to or death of a person or damage to
<br />tangible personal property owned by a third party to the extent arising or resulting from the
<br />negligent acts or omissions (including, but not limited to, willful misconduct) of the City or
<br />any of its officers, employees or authorized agents in respect of the Project; (ii) the negligent
<br />acts or omissions (including, but not limited to, willful misconduct) of the City or any of its
<br />officers, employees and (iii) a breach of this Agreement by the City or any of its officers,
<br />employees or authorized agents. This indemnity shall not be construed to include claims,
<br />demands, liabilities, losses, damages, costs and expenses to the extent arising from the
<br />negligent acts or omissions of the University or the Forum Parties, their members, directors,
<br />officers, employees, invitees, or agents. Notwithstanding the foregoing or anything in this
<br />Agreement to the contrary, the City does not waive any governmental immunity or liability
<br />limitations available tp it under Indiana law. The obligations of this section shall survive shall
<br />the Closing or any termination of this Agreement.
<br />M. Concurrently with the execution of this Agreement, and thereafter upon renewal of such
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