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11. INDEMNITY
<br /> 11.1 Indemnification by OM
<br /> Except as otherwise provided in the Environmental Indemnification and Landfill
<br /> Agreement, the City Work Easement, the Shelter Lease or the Public Works Yard Lease, the
<br /> Overpass Easement and any other Closing Document, OM hereby indemnifies and agrees to
<br /> defend, hold harmless and protect the City and City Related Persons from and against any and all
<br /> claims (including, without limitation, any claim for damage to property or injury to death of any
<br /> persons), liens, or encumbrances, (including reasonable attorneys' fees), asserted by any third
<br /> person against the City or the City Property or any part thereof or any operations thereon to the
<br /> extent the claim, lien or encumbrance pertains to the period of time after Closing; provided,
<br /> however, that in the event of the concurrent negligence of OM, its agents, employees, sublessees,
<br /> invitees, licensees or contractors on the one hand and that of any agent of the City on the other
<br /> hand, which concurrent negligence results in injury or damage to persons or property and relates
<br /> to the construction, alteration, repair, addition to, subtraction from, improvement to or
<br /> maintenance of the Property, OM's obligation to indemnify the City and any City Related Person
<br /> as set forth in this Section 11.1 shall be limited to the extent of OM's negligence, and that of its
<br /> agents, employees, sublessees, invitees, licensees or contractors, including OM's proportional
<br /> share of costs, and attorneys' fees and expenses incurred in connection with any claim, action or
<br /> proceeding brought with respect to such injury or damage. The indemnification obligations
<br /> contained in this Section 11.1 shall not be limited by any workers' compensation, benefits or
<br /> disability laws, and OM hereby waives any immunity that OM may have under any workers'
<br /> compensation, benefit or disability laws. The provisions of this Section 11.1 shall survive
<br /> Closing, if Closing shall occur. Nothing in this Section 11.1 is intended to waive or limit any
<br /> claim that OM may have for any breach of this Agreement or any violation of any express
<br /> representation or warranty made by the City in this Agreement.
<br /> 11.2 Indemnification by the City
<br /> Except as otherwise provided in the Environmental Indemnification and Landfill
<br /> Agreement, the City Work Easement, the Shelter Lease or the Public Works Yard Lease, the
<br /> Overpass Easement and any other Closing Document, and to the extent permitted by applicable
<br /> law, the City hereby indemnifies and agrees to defend, hold harmless and protect OM, each
<br /> member, manager, partner or shareholder, as the case may be, in or of OM, and their respective
<br /> officers, directors, managers, members, shareholders, partners, employees, agents and
<br /> consultants (the "OM Indemnified Parties"), from and against any and all claims (including,
<br /> without limitation, any claim for damage to property or injury or death of any persons), liens, or
<br /> encumbrances, (including reasonable attorneys' fees but excluding any Permitted Exception) that
<br /> may at any time be asserted by any third person against OM (and/or its successors and/or
<br /> assigns) or the City Property or any part thereof, to the extent the claim, lien or encumbrance
<br /> pertains to the period of time prior to Closing but during the period of time the City Property was
<br /> owned by the City; provided, however, that in the event of the concurrent negligence of the City,
<br /> its agents, employees, sublessees, invitees, licensees or contractors on the one hand and that of
<br /> any agent of OM on the other hand, which concurrent negligence results in injury or damage to
<br /> persons or property and relates to the construction, alteration, repair, addition to, subtraction
<br /> from, improvement to or maintenance of the City Property, the City's obligation to indemnify the
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<br /> 06107-0063.LEGAL 13023969.1
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