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I. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Paiiies herein. J. Neither the University nor the City may assign rights or obligations under this Agreement to any third paiiy without obtaining the prior written consent of FREG Stephenson, which may be given or withheld in their sole discretion. FREG Stephenson may assign rights and obligation under this Agreement to any purchaser of the Property or FREG's Lender. K. The University shall indemnify, hold harmless and, if elected by FREG Stephenson, defend FREG Stephenson and FREG' s Lender and their respective officers, directors, partners, agents, employees, parents, subsidiaries and affiliates, and each person who holds a direct or indirect ownership interest in the foregoing (collectively the "Forum Paiiies") from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees and litigation expenses) arising out of or in connection with: (i) bodily injury to or death of a person or damage to tangible personal prope1iy owned by a third paiiy to the extent arising or resulting from the negligent acts or omissions (including, but not limited to, willful misconduct) of the University or any of its officers, employees or authorized agents in respect of the Project; (b) the negligent acts or omissions (including, but not limited to, willful misconduct) of the University or any of its officers, employees and ( c) a breach of this Agreement by the University or any of its officers, employees or authorized agents. This indemnity shall not be construed to include claims, demands, liabilities, losses, damages, costs and expenses to the extent arising from the negligent acts or omissions of the City or the Forum Paiiies, their members, directors, officers, employees or agents. The obligations of this section shall survive shall the Closing or any termination of this Agreement. L. The City shall indemnify, hold harmless and, if elected by FREG Stephenson Mill, defend the Forum Parties from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees and litigation expenses) arising out of or in connection with: (i) bodily injury to or death of a person or damage to tangible personal prope1iy owned by a third paiiy to the extent arising or resulting from the negligent acts or omissions (including, but not limited to, willful misconduct) of the City or any of its officers, employees or authorized agents in respect of the Project; (ii) the negligent acts or omissions (including, but not limited to, willful misconduct) of the City or any of its officers, employees and (iii) a breach of this Agreement by the City or any of its officers, employees or authorized agents. This indemnity shall not be construed to include claims, demands, liabilities, losses, damages, costs and expenses to the extent arising from the negligent acts or omissions of the University or the Forum Paiiies, their members, directors, officers, employees, invitees, or agents. Notwithstanding the foregoing or anything in this Agreement to the contrary, the City does not waive any governmental immunity or liability limitations available to it under Indiana law. The obligations of this section shall survive shall the Closing or any termination of this Agreement. 12
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