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<br />(c) The phrase “Cause of Action” shall include all claims, litigation, settlements, and related matters associated
<br />with or arising under this Agreement, whether rightfully or wrongfully made, including, but not limited to,
<br />claims, litigations, settlements and/or related expenses associated with any loss or damage arising from the
<br />construction, operations, maintenance, use or removal of any assets associated with this Agreement, or
<br />property authorized for use by this Agreement, as well as matters associated with or arising under various
<br />workers compensation laws, the Indiana Tort Claims Act, the Federal Employees Liability Act, various federal
<br />and state environmental statutes, and any other federal or state laws or regulations application to the
<br />construction, operation, maintenance, use and/or removal of any assets associated with this Agreement
<br />including, but not limited to, NICTD Property. The foregoing examples are only partially illustrative of the
<br />types of causes of action contemplated for coverage by this Agreement, it being the parties’ mutual intent to
<br />include within the scope of the indemnification afforded under this Agreement a full, complete, comprehensive
<br />and unconditional grant of indemnity to the Applicant and NICTD with respect to any and all potential
<br />exposures risked by NICTD resulting from or arising out of this Agreement.
<br />(5) Applicant waives all right or alleged right to ask for or demand damages from NICTD, or other railroad parties
<br />lawfully utilizing NICTD Property or NICTD assets, or their respective agents, directors, employees, officers, or
<br />governing boards, that have occurred or may occur, to Applicant or Applicant’s property or with respect to any
<br />other loss or damage incurred by Applicant, or its officers, customers, visitors, suppliers, employees or agents,
<br />while in or upon NICTD Property or other property authorized for use in accordance with this Agreement, including
<br />loss of use of said NICTD Property or other NICTD property, and irrespective of whether said damages are due to
<br />the fault, failure or negligence of NICTD, or other parties lawfully using NICTD’s Property or assets.
<br />(6) Applicant shall hold harmless, defend, and indemnify NICTD, other railroad parties lawfully using NICTD’s Property
<br />or assets, and NICTD’s agents, employees, officials, or governing boards from any and all causes of action, as
<br />defined above, asserted by any parties and non-parties to this Agreement including, but not limited to, any causes
<br />of action for loss or damage due to negligence, misconduct, malfeasance, or misfeasance by NICTD resulting from
<br />or arising out of any aspect of NICTD’s participation in this Agreement, including, but not limited to, any causes of
<br />action in any way related to or associated with, or on account of, the construction, placement, attachment,
<br />presence, use, maintenance, repair, alteration, renewal, or relocation of NICTD Property or any property placed
<br />thereon or therein by Applicant, whether such loss or damage be suffered or sustained by NICTD directly or by its
<br />employees, patrons, or other person or corporations, including the Applicant, its employees, contractors,
<br />subcontractors, agents, visitors, customers, or suppliers who may seek to hold NICTD liable, and irrespective of
<br />whether said causes of action are caused by or resulting from, in whole or in part, the activities of NICTD, the other
<br />railroad parties lawfully using NICTD’s property or assets, or their respective agents, directors, employees, officials,
<br />or governing boards. Said defense and indemnification shall include, but is not limited to, reimbursement of NICTD
<br />for its claims, litigation, settlements and/or related expenses, which may be imposed upon, incurred by, or asserted
<br />against NICTD, or for which NICTD may be held or become liable.
<br />(7) NICTD agrees to promptly notify the Applicant in writing of any claim of which it becomes aware of which may fall
<br />within this indemnity provision, provided, however, that failure to notify Applicant in a prompt fashion shall not
<br />operate as a bar to Applicant’s indemnification obligations as defined in this section.
<br />(8) NICTD may elect to participate in the defense of any matter associated with this section at its own expense or
<br />may, at Applicant’s expense, employ attorneys of NICTD’s selection to appear and defend same on behalf of
<br />NICTD, its agents, employees, officers, directors or governing board. The Applicant shall not enter into any
<br />compromise or settlement of any claims, suits, actions or proceedings entrusted to it as Indemnitor without the
<br />consent of NICTD, which consent shall not be unreasonably withheld.
<br />(9) Notwithstanding anything in this Agreement to the contrary, the indemnities contained within this Agreement shall
<br />survive its termination for the later of (3) years’ time or the termination or settlement of all claims and/or litigation
<br />associated with same, including litigation of this Agreement.
<br />If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remaining terms of this
<br />Agreement shall not be affected thereby, but shall be valid and enforceable to the fullest extent permitted by law.
<br />Applicant understands that it must present a signed copy of this Agreement upon demand of any NICTD official or police
<br />officer. Applicant understands that the authority to conduct activities authorized by this Agreement are subject to oral
<br />modification or restriction by any NICTD official or police officer. Applicant further understands that any NICTD official or
<br />police officer may revoke this Agreement for any reason and without prior notice. Applicant further agrees to comply with
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