Laserfiche WebLink
Law uepartment Approved Tracking#: 05-29401 <br /> EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO, IN <br /> WHOLE OR IN PART, ANY NEGLIGENCE OF ANY INDEMNITEE. THE ONLY <br /> LIABILITIES WITH RESPECT TO WHICH LICENSEE'S OBLIGATION TO <br /> INDEMNIFY THE INDEMNITEES DOES NOT APPLY ARE LIABILITIES TO THE <br /> EXTENT PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL <br /> MISCONDUCT OF AN INDEMNITEE. <br /> (b) FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, <br /> NOTWITHSTANDING THE LIMITATION IN SECTION 21(a), LICENSEE SHALL <br /> AND SHALL CAUSE ITS CONTRACTOR TO NOW AND FOREVER WAIVE ANY <br /> AND ALL CLAIMS, REGARDLESS WHETHER BASED ON THE STRICT <br /> LIABILITY, NEGLIGENCE OR OTHERWISE, THAT RAILROAD IS AN "OWNER", <br /> "OPERATOR", "ARRANGER", OR "TRANSPORTER" WITH RESPECT TO THE <br /> PREMISES FOR THE PURPOSES OF CERCLA OR OTHER ENVIRONMENTAL <br /> LAWS. LICENSEE WILL INDEMNIFY, DEFEND AND HOLD THE INDEMNITEES <br /> HARMLESS FROM ANY AND ALL SUCH CLAIMS REGARDLESS OF THE <br /> NEGLIGENCE OF THE INDEMNITEES. LICENSEE FURTHER AGREES THAT <br /> THE USE OF THE PREMISES AS CONTEMPLATED BY THIS AGREEMENT <br /> SHALL NOT IN ANY WAY SUBJECT LICENSOR TO CLAIMS THAT LICENSOR <br /> IS OTHER THAN A COMMON CARRIER FOR PURPOSES OF ENVIRONMENTAL <br /> LAWS AND EXPRESSLY AGREES TO INDEMNIFY, DEFEND, AND HOLD THE <br /> INDEMNITEES HARMLESS FOR ANY AND ALL SUCH CLAIMS. IN NO EVENT <br /> SHALL LICENSOR BE RESPONSIBLE FOR THE ENVIRONMENTAL CONDITION <br /> OF THE PREMISES. <br /> (c) TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE FURTHER <br /> AGREES, AND SHALL CAUSE ITS CONTRACTOR TO AGREE REGARDLESS <br /> OF ANY NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANY INDEMNITEE, TO <br /> INDEMNIFY, AND HOLD HARMLESS THE INDEMNITEES AGAINST AND <br /> ASSUME THE DEFENSE OF ANY LIABILITIES ASSERTED AGAINST OR <br /> SUFFERED BY ANY INDEMNITEE UNDER OR RELATED TO THE FEDERAL <br /> EMPLOYERS' LIABILITY ACT ("FELA") WHENEVER EMPLOYEES OF <br /> LICENSEE OR ANY OF ITS AGENTS, INVITEES, OR CONTRACTORS CLAIM OR <br /> ALLEGE THAT THEY ARE EMPLOYEES OF ANY INDEMNITEE OR <br /> OTHERWISE. THIS INDEMNITY SHALL ALSO EXTEND, ON THE SAME BASIS, <br /> TO FELA CLAIMS BASED ON ACTUAL OR ALLEGED VIOLATIONS OF ANY <br /> FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, INCLUDING BUT NOT <br /> LIMITED TO THE SAFETY APPLIANCE ACT, THE BOILER INSPECTION ACT, <br /> THE OCCUPATIONAL HEALTH AND SAFETY ACT, THE RESOURCE <br /> CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR <br /> FEDERAL STATUTE. <br /> (d) Upon written notice from Licensor, Licensee agrees to assume the defense of any <br /> lawsuit or other proceeding brought against any Indemnitee by any entity, relating to <br /> any matter covered by this Agreement for which Licensee has an obligation to <br /> assume liability for and/or save and hold harmless any Indemnitee. Licensee shall <br /> pay all costs incident to such defense, including, but not limited to, attorneys' fees, <br /> investigators' fees, litigation and appeal expenses, settlement payments, and <br /> amounts paid in satisfaction of judgments. <br /> 1 Form 432;Rev.04/26/05 <br /> -6of13- <br />