Common use of Indemnification and Release Clause in Contracts

Indemnification and Release. Engineer hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end of the Term of the Contract.

Indemnification and Release. Engineer Consultant hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer Consultant and the injury or death of any person employed by EngineerConsultant. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. EngineerConsultant’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer Consultant to any employee of Engineer Consultant under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer Consultant under this Section 10 shall survive the end of the Term of the Contract.

Indemnification and Release. Engineer hereby releases Business Associate shall assume all risk and discharges Authority responsibility for, and agrees to indemnify, defend and save harmless Covered Entity, its agentsofficers, servantsagents and employees and each and every one of them, representativesfrom and against any and all claims, demands, suits, actions, recoveries, judgments, and costs (including attorneys fees and costs and court costs), expenses in connection therewith, on account of loss of life, property or injury or damages to the person, body or property of any person or persons, whatsoever, which shall arise from or result directly or indirectly from Business Associate’s use or misuse of PHI or from any action or inaction of Business Associate or its officers, employees, officersagents or contractors with regard to PHI or the requirements of this Agreement or the Privacy Rule. The provision of this indemnification clause shall in no way limit the obligations assumed by Business Associate under this Agreement, directorsnor shall they be construed to relieve Business Associate from any liability nor preclude Covered Entity from taking any other actions available to it under any other provisions of this Agreement, the Privacy Rule or at law. Notwithstanding the above, the obligations assumed by the Business Associate herein shall not extend to or encompass suits, costs, claims, expenses, liabilities and judgments incurred solely as a result of actions or inactions of Covered Entity. Business Associate further acknowledges the possibility of criminal sanctions and penalties for breach or violation of this Agreement or the Privacy Rule pursuant to 42 USC 1320d-6. Business Associate shall be responsible for, and Port Commissioners (collectivelyshall at its own expense, the “Authority Parties”) from liability for defend itself against any and assumes the risk of loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer shall defendall suits, indemnify and hold harmless the Authority Parties from and against all damagesclaims, losses, costs and expensesdemands or damages of whatever kind or nature, arising out of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand an act or claim but only to the extent caused by the negligent acts, errors, or omissions omission of the EngineerBusiness Associate, its employees, agentsagencies, or subconsultants, or others for whom the Engineer is legally liablecontractors, in the performance of Services under the obligations assumed by Business Associate pursuant to this ContractAgreement. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defendBusiness Associate hereby releases Covered Entity from any and all liabilities, indemnify and hold harmless the Authority Parties from and against all damagesclaims, losses, costs costs, expenses and expenses, demands of any kind or nature whatsoever, whether incurred as a judgmentarising under state or federal laws, settlement, penalty, fine out of or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term Business Associate’s performance of the Contract obligations assumed by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under Business Associate pursuant to this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit actsAgreement. The obligations of the Engineer Business Associate under this Section 10 shall survive the end expiration of the Term of the Contractthis Agreement.

Indemnification and Release. Engineer To the fullest extent permitted by law, Vendor agrees to and shall hold harmless, indemnify, and defend (with counsel acceptable to City) City and City’s officers, employees, contractors, agents, and representatives from and against any and all causes of action, claims, actions, demands, damages, losses, expenses, or liability, in law or equity, of any kind or nature whatsoever, including, without limitation, for injury or death to anyone or for any property damage, which may arise from Vendor’s or Vendors’ contractors, subcontractors, agents, or employees use and participation in the Pilot Program. The foregoing hold harmless and indemnity agreement shall apply in all cases regardless of whether there is any negligence or wrongdoing on the part of City, excepting only the sole and willful active misconduct of City, its officers, employees, or agents. City shall cooperate reasonably in the defense of any action. Vendor also agrees that Vendor, its heirs, spouses, guardians, legal representatives, and assigns will not make a claim against or xxx City, its officers, agents, or employees for injury, death, or property damage arising from the negligence or other acts by City, its officers, agents, or employees, or as a result of acts of third parties, as a result of activities undertaken pursuant to this Agreement. Vendor hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the EngineerCity, its employeesofficers, agents, or subconsultantsand employees from all actions, claims, or others demands that Vendor, its heirs, guardians, legal representatives, or assigns now have or may later have for whom injury, death, or property damage resulting from activities undertaken pursuant to the Engineer is legally liable, Agreement. Vendor agrees that in the performance event of Services under this Contracta loss, Vendor shall look solely to its own insurance coverage for recovery. The Engineer Vendor’s insurance coverage is not obligated under this paragraph primary and noncontributory. Vendor hereby grants to indemnify the Authority Parties for the negligent acts City a waiver of any right to subrogation which Vendor’s workers’ compensation insurer may acquire against City by virtue of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, payment of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services loss under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. EngineerVendor’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ compensation insurance policy. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations not the Vendor has received a waiver of subrogation endorsement from the Engineer under this Section 10 shall survive the end of the Term of the Contractinsurer.

Indemnification and Release. Engineer Lessee hereby releases assumes all risk of damage to property or injury to persons in, upon or about the Properties from any cause whatsoever and discharges Authority and its agents, servants, representatives, employees, officers, directorsagrees that Lessor Entities shall not be liable for, and Port Commissioners are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Lessee or by other persons claiming through Lessee. Lessee shall indemnify, defend, protect, and hold harmless the Lessor Entities from any and all loss, cost, damage, expense and liability (collectivelyincluding without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the “Authority Parties”) from liability for and assumes Properties, any violation of any applicable laws, including, without limitation, any environmental laws, any acts, omissions or negligence Lessee Entities, in, on or about the risk of loss Properties, or any injury or damage to the property person, property, or business of Engineer and Lessee Entities or any other person entering upon the Properties under the express or implied invitation of Lessee (whether such injury or death damage occurs in the Properties or in, on, or about the Properties), or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Term, provided that the terms of the foregoing indemnity shall not apply to the willful misconduct of Lessor. Should Lessor be named as a defendant in any person employed by Engineer. Engineer suit brought against Lessee in connection with or arising out of Xxxxxx’s occupancy of the Properties, Lessee shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, pay to Lessor its costs and expensesexpenses incurred in such suit, of any nature whatsoeverincluding without limitation, whether incurred its actual professional fees such as a judgmentappraisers’, settlement, penalty, fine or otherwise (including reasonable accountants’ and attorneys’ fees fees. Further, Xxxxxx’s agreement to indemnify Lessor pursuant to this Section 5.03(e) is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Lessee pursuant to the cost provisions of defense)this Lease, to the extent such policies cover the matters subject to Xxxxxx’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Section 5.03(e) shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any action, proceeding, demand event occurring prior to such expiration or claim but only to the extent caused by the negligent acts, errors, or omissions of the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end of the Term of the Contracttermination.

Indemnification and Release. Engineer Consultant hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer Consultant and the injury or death of any person employed by EngineerConsultant. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer304382 4 Consulting Services Contract Form – January 2018 v3 Consultant’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer Consultant to any employee of Engineer Consultant under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer Consultant under this Section 10 shall survive the end of the Term of the Contract.

Indemnification and Release. Engineer Contractor hereby releases and discharges Authority PCCA and its agents, servants, PCCA representatives, employees, officers, directorsEngineer, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer Contractor and the injury or death of any person employed by EngineerContractor. Engineer shall Contractor will defend, indemnify and hold harmless PCCA from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability, and suits of any kind and nature, including but not limited to, personal or bodily injury, death or property damage, made upon PCCA directly or indirectly arising out of, resulting from, or related to Contractor’s activities under this Agreement, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Authority Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives (collectively, “Contractor Parties”), while in the exercise of performance of the rights or duties under this Agreement (each an “Indemnified Claim”), even if the Indemnified Claim is caused by the joint, concurrent, or comparative negligence of PCCA; provided, however, to the extent an Indemnified Claim arises out of the joint, concurrent, or comparative negligence of the Contractor and PCCA, then Contractor’s obligation to PCCA will only extend to the percentage of the total responsibility of the Contractor Parties in contributing to such Indemnified Claim. Contractor shall protect and indemnify the PCCA from and against all claims, damages, lossesjudgments and losses arising from infringement or alleged infringement of any United States patent, costs and expensesor copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by PCCA at the direction of Contractor, of any nature whatsoeverarticle or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, whether incurred as PCCA shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a judgmentsettlement. Contractor does not warrant against infringement by reason of PCCA's or Engineer’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees PCCA agrees to cooperate reasonably with Contractor and the cost of defense)parties shall be entitled, in connection with any actionsuch litigation, proceedingto be represented by counsel at their own expense. The indemnification in this Section 3.35 shall apply regardless of the amount of insurance coverage held by Contractor, demand or claim but only to the extent caused by the negligent actsincluding without limitation any such coverage under any worker’s compensation act, errorsdisability act, or omissions of the Engineer, its employees, agents, other act or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on which would limit the amount or type of damages, compensation compensation, or benefits owed payable by Engineer or for the Contractor, and shall not be limited by any insurance carried or provided by the Contractor in accordance with the Contract Documents or otherwise. The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any employee other person or entity. Contractor shall promptly advise PCCA in writing of Engineer under workers’ any claim or workmendemand against PCCA or against Contractor which involves PCCA and known to Contractor and related to or arising out of Contractor’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer activities under this Section 10 Agreement. These indemnity provisions shall survive the end termination of this Agreement regardless of the Term of the Contractreason for termination.

Indemnification and Release. Engineer Consultant hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer Consultant and the injury or death of any person employed by EngineerConsultant. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. EngineerConsultant’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer Consultant to 304382 4 Consulting Services Contract Form – August 2019 any employee of Engineer Consultant under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer Consultant under this Section 10 shall survive the end of the Term of the Contract.

Indemnification and Release. Consultant/Engineer hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant/Engineer and the injury or death of any person employed by Consultant/Engineer. To the fullest extent permitted by law, Consultant/Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable consultants’ and attorneys’ fees and the cost of defense)fees) (collectively, in connection with any action“Damages”) arising from third-party claims or actions relating to this Contract, proceeding, demand or claim but only to the extent that the Damages are caused by the negligent actsor result from an act of negligence, errorsintentional tort, intellectual property infringement, or omissions of failure to pay a subcontractor or supplier committed by the Consultant/Engineer or the Consultant/Engineer's agent, its employees, agentsconsultant under contract, or subconsultants, or others for whom another entity over which the Consultant/Engineer is legally liable, in the performance of Services under this Contractexercises control. The Consultant/Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Consultant/Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Consultant/Engineer to any employee of Consultant/Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Consultant/Engineer under this Section 10 shall survive the end of the Term of the Contract.

Indemnification and Release. Engineer hereby releases and discharges Authority For purposes of this provision, the term “Service Provider” shall include the Service Provider and its employees, contractors, subcontractors and agents. The term “Drexel” shall include Drexel, servantsits subsidiaries and affiliates, representatives, employeesand their respective trustees, officers, directors, faculty, students, employees and Port Commissioners agents (collectivelysometimes referred to as “indemnified parties”). Service Provider shall defend, indemnify, and hold harmless Drexel from and against any and all claims, losses, liabilities, or expenses of any type whatsoever that may arise from the goods and/or services supplied by Service Provider, actions or inactions taken by Service Provider, and the presence of Service Provider on Drexel property, whether or not any such claims, losses, liabilities, or expenses are caused, in whole or in part by, or are based upon, the “Authority Parties”alleged negligence of Drexel or any of the other indemnified parties or caused or based upon the alleged breach of any legal duty or obligation on the part of Drexel. However, Service Provider’s obligations under this Section 8 shall not extend to property damage or personal injury (including death) from liability for and assumes caused by the risk sole negligence of Drexel or another indemnified party. The indemnification provision shall include, but not be limited to, those claims resulting in personal injuries or death or loss or damage to the property of Engineer Drexel, Service Provider or any other party. Service Provider acknowledges that the indemnity granted to Drexel by this Agreement includes indemnification for claims brought by employees of Service Provider against Drexel. In the event that such a claim is made by an employee of Service Provider, Service Provider agrees to waive the immunity that the Worker’s Compensation Act provides to employers against indemnity claims by parties such as Drexel or the other parties indemnified hereunder. Service Provider releases and the waives any and all claims, demands, or causes of action against Drexel, subsidiaries and affiliates, its trustees, officers, faculty, students, employees and/or agents that arise from or are connected with Service Provider’s obligations pursuant to this Agreement, any injury to employees or death agents of Service Provider or damage to or loss of any person employed by Engineer. Engineer shall defendproperty of Service Provider or its employees or agents, indemnify and hold harmless the Authority Parties from and against all damagesregardless of whether or not any such claims, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine liabilities or otherwise (including reasonable attorneys’ fees and the cost of defense), expenses are caused in connection with any action, proceeding, demand or claim but only to the extent caused part by the negligent acts, errors, negligence of Drexel or omissions any of the Engineerother indemnified parties. In the event that any claim, its employeesdemand, agents, suit or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim other legal proceeding arising out of a violation of any environmental law matter relating to this Agreement is made or regulation in effect during the Term of the Contract instituted by the Engineerany person against Drexel, Service Provider shall, at its employeesown cost and expense, agents, or subconsultants, or others for whom the Engineer is legally liable, provide Drexel with all reasonable information and assistance in the performance of Services under this Contractdefense or other disposition thereof. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts provisions of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end termination or expiration of the Term of the Contractthis Agreement.

Indemnification and Release. Engineer Each party hereto shall and hereby releases does indemnify and discharges Authority hold the other harmless from and against any and all losses, damages, liabilities or costs (including reasonable attorneys' fees) resulting or arising from: (a) the other party's use of the Premises or the conduct of the other party hereto's business or profession in the Premises and/or Building; (b) any activity, work, or thing done, permitted or suffered by each party hereto in or about the Premises and/or Building; (c) any breach or default beyond applicable notice and cure periods in the performance of any obligation on each party hereto's part to be performed under the terms of this Sublease and/or the Master Lease; or (d) any negligent acts or omissions of each party hereto, or of each party hereto's agent or employees. Neither Sublessor nor its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability agents shall be liable for and assumes the risk of any loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the EngineerSublessee, its employees, invitees or licensees which loss or damage occurs within the Building or the Premises, whether by theft, casualty or otherwise, nor for any injury or damage to property resulting from Sublessor's acts or omissions, or any fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface, or from any other place or resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence or willful misconduct of Sublessor, its agents, servants or subconsultantsemployees. Neither Sublessor nor its agents shall be liable for any latent defect in the Premises or in the Building. Sublessee shall send prompt notice to Sublessor and Landlord in case of fire or accidents in the Premises or of defects in the fixtures or equipment in the Premises that Sublessor or Landlord is required to maintain. Sublessee hereby acknowledges that Sublessor shall not be liable for any interruption of Sublessee's business for any cause whatsoever unless due to willful misconduct or negligence of Sublessor, or others any of its agents, servants or employees. Sublessor shall have no duty to perform any obligations of the Landlord under the Master Lease and shall under no circumstances be responsible for whom or liable to Sublessee for any default, failure or delay on the Engineer is legally liable, part of Landlord in the performance of Services any obligations under the Master Lease, subject to Sublessor's obligations under this Contractparagraph. The Engineer is not obligated under No such default of Landlord shall affect this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine Sublease or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand waive or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in defer the performance of Services any of Sublessee's obligations hereunder (except as otherwise permitted under this Contractthe Master Lease or by law); provided, however, that in the event of such default or failure, Sublessor agrees, upon notice from Sublessee, and at Sublessee's expense, to make demand upon Landlord to perform its obligations under the Master Lease. The Engineer In the event that following such demand by Sublessor, Landlord shall continue to fail or refuse to comply with any of the respective provisions of the Master Lease or shall have breached any representation or warranty made by it under the Master Lease applicable to the Premises, Sublessee shall have the right to exercise in the name of Sublessor all of the rights to enforce compliance on the part of Landlord or to obtain remedies against Landlord for breach of any representation or warranty made by Landlord under the Master Lease, all as are available to the Sublessor with respect to the Leased Premises. Sublessor shall reasonably cooperate with and execute, all at Sublessee's expense (except to the extent that Landlord's non-compliance is not obligated under this paragraph due to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited Sublessor), all instruments and supply information reasonably requested by a limitation on the amount or type of damages, compensation or benefits owed by Engineer Sublessee in order to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end of the Term of the Contractenforce such compliance.

Indemnification and Release. Engineer hereby releases Participant agrees to indemnify, protect and discharges Authority hold harmless ESAC, the Trust, ESAC’s Compliance Committee members, Claims Committee members, ESAC accredited PEOs and its agentstheir representatives with respect to actions of their representatives while serving in any official volunteer capacity with ESAC and ESAC Surety(ies), servants, representatives, employeesand the respective affiliates, officers, directors, employees, attorneys, agents, trustees, representatives, successors and Port Commissioners assigns of each (collectively, all of the aforementioned indemnified parties referred to as “Authority Indemnified Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against any and all damagesliability, losses, expense (including court costs and expensesattorneys’ fees), and claims for damage of any nature whatsoever, whether incurred known or unknown as though expressly set forth and described herein, which Indemnified Parties may incur, suffer, become liable for, or which may be asserted or claimed against one or more Indemnified Parties as a judgmentresult of one or more Defaults or alleged Defaults, settlementas defined herein, penaltyor as a result of performing responsibilities related to the Client Assurance Program caused by such Default by the Participant. The duty to indemnify includes the duty to pay any award imposed by an administrative agency or judgment or settlement reached in a court action. The indemnification contained in this Agreement shall specifically include all costs, fine or otherwise (including court costs, reasonable attorneys’ fees and the cost of defense), expenses incurred in connection with the enforcement of any actionsuch indemnification. If it is necessary for an Indemnified Party entitled to indemnification to pay any judgment, proceedingorder or decree, demand or claim but only all costs and expenses thereof incurred by Indemnified Party entitled to the extent caused by the negligent actsindemnification, errors, or omissions of the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify including all court costs and hold harmless the Authority Parties from and against all damages, lossesreasonable attorney’s fees, costs and expenses, of and further including any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable such attorneys’ fees and or expenses incurred in enforcing the cost provisions of defense)such indemnification, shall be paid by the Participant to Indemnified Party entitled to indemnification within ten (10) Business Days from receipt of written demand by Indemnified Party entitled to indemnification, together with interest from the date of payment of the amount to be indemnified paid at 5% per annum plus the federal primary credit rate on advances to member banks in connection with effect at the Federal Reserve Bank of St. Xxxxx on the date or dates of payment. No Indemnified Party shall be liable for any actiondecision, proceedingelection or other action or nonaction taken or not taken including without limitation, demand the exercise or claim arising out of a violation non-exercise of any environmental law discretionary authority granted or regulation available to such Indemnified Party pursuant to this Agreement, ESAC Bylaws, or the Standards and Procedures, as such may be amended from time to time, provided such person acted in effect during the Term good faith in so acting. On behalf of the Contract by the Engineeritself, its affiliates, officers, directors, agents, representatives and successors and assigns, the Participant releases each and every ESAC Indemnified Party for any decision, election or other action or nonaction taken or not taken provided such person acted in good faith in so acting, without regard to fault or negligence. Participant, on behalf of itself and its successors and assigns, releases any person, including without limitation, a Covered Client, its officers, directors, and agents, and Worksite Employees from any claim that Participant, its affiliates, officers, directors, employees, agents, representatives, successors or subconsultantsassigns might have, either now or in the future on account of, or others arising out of, any allegation of a Default hereunder so long as such person acted in good faith. It is intended that the foregoing release shall constitute qualified immunity from liability for whom the Engineer is legally liabledefamation, in the performance of Services under this Contractlibel and slander. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 Such qualified immunity shall not be limited apply only if it is shown by a limitation on Participant that such allegation was false and made willfully with the amount intent to damage or type of damages, compensation injure Participant or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end of the Term of the Contractwas otherwise made with malice.

Indemnification and Release. Engineer hereby releases and discharges Authority and its agentsRegardless of Whether or not separate, servantsseveral, representativesjoint, employeesor concurrent liability may be imposed upon Landlord, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer Tenant shall defend, indemnify and hold harmless the Authority Parties Landlord from and against all damages, lossesclaims, and liability arising from or connected with the Tenant’s control or use of the Leased Premises, including without limitation, any damage or injury to person or property. This indemnification shall not include any matter for which the Landlord is effectively protected against by insurance. If Landlord shall, without material fault, become a party to litigation commenced by or against Tenant, then Tenant shall indemnify and hold Landlord harmless. The indemnification provided by this Section shall include Landlord’s legal costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any such claim, action, or proceeding. Tenant does hereby release Landlord from all liability for any accident, demand damage, or claim but injury caused to person or property on or about the Leased Premises. Landlord and Tenant do each hereby release the other from all liability for an accident, damage or injury caused to person or property, provided this release shall be effective only to the extent caused by that the negligent acts, errors, injured or omissions damaged party is insured against such injury or damage and only if this release shall not adversely affect the right of the Engineerinjured or damaged party to recover under such insurance policy. Anything in this Lease to the contrary notwithstanding, its employeesLandlord and Tenant hereby waive and release each other of and from any and all rights of recovery, claim, action or cause of action, against each other, their members, agents, officers and employees, for any loss or subconsultantsdamage that may occur to the Leased Premises and the improvements to the Leased Premises, or others for whom personal property (building contents) within the Engineer Leased Premises, by reason of fire, the elements or any other cause which is legally liablecovered by the insurance on the Building, in the performance Leased Premises and/or the contents therein, regardless of Services under this Contractcause or origin, including the negligence of Landlord or Tenant, and their members, agents, officers and employees. The Engineer is not obligated under Because this paragraph will preclude the assignment of any claim mentioned in it by way of subrogation (or otherwise) to indemnify an insurance company (or any other person), each party to this Lease agrees immediately to give to each insurance company which has issued to it policies of fire and extended coverage insurance, written notice of the Authority Parties terms of the mutual waivers contained in this paragraph, and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverage by reason of the mutual waivers contained in this paragraph. Additional costs, if any, for the negligent acts of endorsement (s) necessitated by this clause shall be the Authority Parties. Engineer shall defend, indemnify responsibility and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and at the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end of the Term of the ContractTenant.

Indemnification and Release. Engineer Consultant hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer Consultant and the injury or death of any person employed by EngineerConsultant. Engineer 301179 4 Professional Consulting Services Contract Form – May 2016 Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. EngineerConsultant’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer Consultant to any employee of Engineer Consultant under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer Consultant under this Section 10 shall survive the end of the Term of the Contract.

Indemnification and Release. Engineer Consultant hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer Consultant and the injury or death of any person employed by EngineerConsultant. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the EngineerConsultant, its employees, agents, or subconsultants, or others for whom the Engineer Consultant is legally liable, in the performance of Services under this Contract. The Engineer Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. EngineerConsultant’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer Consultant to any employee of Engineer Consultant under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer Consultant under this Section 10 shall survive the end of the Term of the Contract.. 304382 4 Consulting Services Contract Form – August 2019

Indemnification and Release. Engineer hereby releases The Vendor in consideration of participating in the event agrees it shall indemnify, save, keep and discharges Authority hold harmless Lake Metroparks including but not limited to the Event, and its Board of Park Commissioners for Lake Metroparks, officers, directors, agents, servantsemployees and volunteers, representativestogether with their respective heirs, personal representatives and assigns Lake Metroparks Indemnities from and against all damages, costs, or expenses, including all attorney’s fees, and all suits, claims and actions, at law or in equity, that may at any time arise or result from damages to property owned, leased or borrowed by or for the Vendor and/or personal injury, accident or illness to the general public, Vendor, its employees, officers, directors, and Port Commissioners (collectivelycontractors, volunteers or agents, received by reason or in the “Authority Parties”) from liability for and assumes course of the risk of loss Event which may be occasioned by any willful or damage to the property of Engineer and the injury negligent act or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused omission by the negligent acts, errors, Vendor or omissions any of the EngineerVendor’s officers, its directors, employees, agents, or subconsultantsvolunteers, or others for whom the Engineer is legally liable, in the performance of Services under this Contractcontractors. The Engineer is not obligated under this paragraph Vendor further agrees to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defendwaive, indemnify release, forebear from and hold harmless the Authority Parties Lake Metroparks and indemnify Lake Metroparks from and against any and all damages, losses, costs and or expenses, of any nature whatsoeverincluding all attorney’s fees, whether incurred and all suits, claims and actions, at law or in equity, that may arise as a judgment, settlement, penalty, fine result of or otherwise (including reasonable attorneys’ fees and in the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term course of the Contract by Event from any act of God, nature or other events beyond the Engineerreasonable control of Lake Metroparks, its employeesofficers, directors, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance employees and volunteers. This indemnity and waiver of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 liability shall survive the end term or termination of this Agreement as to any claims arising before the Term expiration or termination of this Agreement. The Consultant freely dispensing food, shall hereby warrant that he/she is covered by a policy or liability insurance in the Contract.amount of $2,000,000 which is acceptable to Lake Metroparks. The Consultant shall name Lake Metroparks Board of Park Commissioners as an additional insured. The Consultant shall provide Lake Metroparks with a copy of said coverage. SIGNATURE OF AUTHORIZED REPRESENTATIVE I, (please print) , warrant that I have the authority to bind the below listed organization or business to this special Event Indemnification Agreement, and by my signature hereon do so bind this organization or business. Signature of Authorized Representative Date Title: Organization/Business: Address: Phone: Event to be held: Email:

Indemnification and Release. Engineer Lessee hereby releases assumes all risk of damage to property or injury to persons in, upon or about the Properties from any cause whatsoever and discharges Authority and its agents, servants, representatives, employees, officers, directorsagrees that Lessor Entities shall not be liable for, and Port Commissioners are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Lessee or by other persons claiming through Lessee. Lessee shall indemnify, defend, protect, and hold harmless the Lessor Entities from any and all loss, cost, damage, expense and liability (collectivelyincluding without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising from any cause in, on or about the “Authority Parties”) from liability for and assumes Properties, any violation of any applicable laws, including, without limitation, any environmental laws, any acts, omissions or negligence Lessee Entities, in, on or about the risk of loss Properties, or any injury or damage to the property person, property, or business of Engineer and Lessee Entities or any other person entering upon the Properties under the express or implied invitation of Lessee (whether such injury or death damage occurs in the Properties or in, on, or about the Properties), or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Term, provided that the terms of the foregoing indemnity shall not apply to the willful misconduct of Lessor. Should Lessor be named as a defendant in any person employed by Engineer. Engineer suit brought against Lessee in connection with or arising out of Lxxxxx’s occupancy of the Properties, Lessee shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, pay to Lessor its costs and expensesexpenses incurred in such suit, including without limitation, its actual professional fees such as appraisers', accountants' and attorneys' fees. Further, Lxxxxx's agreement to indemnify Lessor pursuant to this Section 5.03(e) is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Lessee pursuant to the provisions of this Lease, to the extent such policies cover the matters subject to Lxxxxx's indemnification obligations; nor shall they supersede any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Section 5.03(e) shall survive the expiration or otherwise (including reasonable attorneys’ fees and the cost sooner termination of defense), this Lease with respect to any claims or liability arising in connection with any action, proceeding, demand event occurring prior to such expiration or claim but only to the extent caused by the negligent acts, errors, or omissions of the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end of the Term of the Contracttermination.

Indemnification and Release. Engineer hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, 302886 4 Professional Engineering Services Contract Form – September 2016 proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 shall survive the end of the Term of the Contract.

Indemnification and Release. Engineer hereby releases Each indemnification under this Agreement shall be subject to the following provisions: (a) the indemnitee shall notify indemnitor of any such claim against indemnitee within fifteen (15) days after it has notice of such claim, but failure to notify indemnitor shall in no case prejudice the rights of indemnitee under this Agreement unless indemnitor shall be prejudiced by such failure and discharges Authority then only to the extent of such prejudice; and its agents(b) should indemnitor fail to discharge or undertake to defend indemnitee against such liability within fifteen (15) days after the indemnitee gives the indemnitor written notice of the same, servants, representatives, employees, officers, directorsthen indemnitee may settle such liability, and Port Commissioners (collectivelyindemnitor’s liability to indemnitee shall be conclusively established by such settlement, the “Authority Parties”) from amount of such liability for and assumes to include both the risk of loss or damage to the property of Engineer settlement consideration and the injury or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, reasonable costs and expensesexpenses (including, of any nature whatsoeverwithout limitation, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), disbursements) incurred by indemnitee in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contracteffecting such settlement. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity indemnification obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The obligations of the Engineer under this Section 10 Agreement shall survive the end final Closing or a termination of the Term of the Contractthis Agreement. RELEASE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EFFECTIVE AS OF THE CLOSING DATE WITH RESPECT TO EACH PHASE, PURCHASER SHALL BE DEEMED TO HAVE RELEASED SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PURCHASER RELATED PARTIES HAS OR MAY HAVE FROM THE BEGINNING OF TIME, ARISING FROM, RELATED TO OR IN CONNECTION WITH SUCH PHASE, INCLUDING WITHOUT LIMITATION ANY SUCH CLAIM BASED ON THE DOCUMENTS AND INFORMATION REFERRED TO HEREIN, THE LEASES AND THE TENANTS OF THE PHASE, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF ALL OR ANY PORTION OF SUCH PHASE AND ANY ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO SELLER OR ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION. THIS RELEASE SHALL NOT APPLY TO ANY OF SELLER’S OBLIGATIONS UNDER THIS AGREEMENT OR ANY REPRESENTATIONS OR WARRANTIES OF SELLER CONTAINED IN SUBSECTION XX HEREOF TO THE EXTENT THAT THIS AGREEMENT EXPRESSLY PROVIDES THAT SUCH OBLIGATIONS OR REPRESENTATIONS AND WARRANTIES SHALL SURVIVE CLOSING WITH RESPECT TO A PHASE. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELEASE ANY THIRD PARTY AGENT OF SELLER FROM LIABILITY FOR ANY AUDITS OR REPORTS INDEPENDENTLY CERTIFIED TO PURCHASER BY SUCH THIRD PARTY AGENT PROVIDED THAT IN NO EVENT SHALL PURCHASER’S RELIANCE THEREON INCREASE THE LIABILITY OF SELLER OR ANY OTHER SELLER RELATED PARTY.

Indemnification and Release. Engineer The Borrower hereby releases agrees to indemnify and discharges Authority hold each holder of the Bonds, Xxxxx Fargo Bank, National Association, and its agentsthe Trustee, servantsfor themselves and their respective successors, representativesheirs, employeesand assigns, and for their past and present officers, directors, affiliates, shareholders, agents, insurers, attorneys, and Port Commissioners employees (collectively, the “Authority Trustee/Bondholder Parties”) from liability for and assumes the risk of loss or damage to the property of Engineer and the injury or death of any person employed by Engineer. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against any and all damagesclaims, liabilities, losses, costs damages, fines, penalties, and expenses, including out of any nature whatsoeverpocket, whether incurred as a judgmentincidental expenses, settlement, penalty, fine or otherwise (including reasonable attorneys’ legal fees and expenses, and the cost allocated costs and expenses of defense)in-house counsel and legal staff that may be imposed on, incurred by, or asserted against, the Trustee/Bondholder Parties or any of them in connection with or arising out of the Trustee/Bondholder Parties’ consideration of, and the Trustee’s entering into and/or performance under this Forbearance Agreement; provided, however, the foregoing indemnification shall not apply to any action, proceeding, demand or claim but only to the extent liability caused by the negligent acts, errors, Trustee’s negligence or omissions of the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contractwillful default. The Engineer Such indemnification does not limit and is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract limited by the Engineer, its employees, agents, or subconsultants, or others for whom the Engineer is legally liable, in the performance of Services under this Contract. The Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Engineer’s indemnity obligations under this Section 10 shall not be limited by a limitation on the amount or type of damages, compensation or benefits owed by Engineer to any employee of Engineer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The indemnification obligations of the Engineer Borrower under this Section 10 shall survive the end 8.06 of the Term Loan Agreement. The Borrower, for itself and for its successors, heirs, and assigns (collectively, the “Borrower Parties”), hereby unconditionally and irrevocably releases, discharges and acquits each and all of Trustee/Bondholder Parties from, and waives and relinquishes any and all claims, actions, causes of action, and suits of any kind whatsoever which any of the ContractBorrower Parties have or might have, known or unknown, now existing or that may hereafter arise, directly or indirectly attributable to any and all matters pertaining to (a) any act or omission by any of the Trustee/Bondholder Parties made with regard to this Forbearance Agreement or any matter related to this Forbearance Agreement, including without limitation the R&R Concession, the Bond Interest Fund Concession and the Existing Events of Default, (b) any act or omission by or on behalf of any of the Trustee/Bondholder Parties taken or failed to be taken, respectively, in accordance with the terms and provisions of the Indenture, or (c) any act or omission by or on behalf of any of the Trustee/Bondholder Parties not included in (a) or (b) above but known to any of the Borrower Parties as of the date hereof. Each of the Borrower Parties agrees that this release is executed for the purpose of adding to and supplementing the indemnification also given herein.