Common use of Indemnification by the City Clause in Contracts

Indemnification by the City. To the extent permitted by the laws of the State, the City shall indemnify the Bank and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the City arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Related Document, the Official Statement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or in the case of an Indemnitee only, the administration of this Agreement and the other Related Documents, (ii) any Liquidity Advance, Term Loan or the Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct of such Indemnitee. The City assumes all risks associated with the acceptance by the Bank of documents received by the Bank by email or facsimile, it being agreed that the use of facsimile or email is for the benefit of the City and that the Bank assumes no liabilities or risks with respect thereto.

Indemnification by the City. To the extent permitted by the laws Laws of the State, the City shall indemnify the Bank and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the City arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Related Document, the Official Statement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or in the case of an Indemnitee only, the administration of this Agreement and the other Related Documents, (ii) any Liquidity Advance, Term Loan or the Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct of such Indemnitee. The City assumes all risks associated with the acceptance by the Bank of documents received by the Bank by email or facsimile, it being agreed that the use of facsimile or email is for the benefit of the City and that the Bank assumes no liabilities or risks with respect thereto.

Indemnification by the City. To the extent permitted by and subject to the laws of the Stateprocedures set forth herein, the City shall indemnify the Bank remain responsible for and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and further shall indemnify and hold harmless each Indemnitee the Lessee, New Memorial, UC Health and their Affiliates and their respective officers, directors, employees, agents, attorneys and representatives (collectively, the “Lessee Indemnitees”) against and in respect of (a) any monetary damage, loss, cost, expense or liability (including reasonable attorneys’ fees) resulting to a Lessee Indenmitee from all fees and time charges and disbursements for attorneys who may be employees any false, misleading or inaccurate representation set forth in Article X, any breach of representation or warranty set forth in Article X or from any Indemniteemisrepresentation in or any omission from any certificate, incurred by any Indemnitee list, schedule or asserted against any Indemnitee by any third party or other instrument furnished by the City arising out of, at Closing in connection withwith this Operating Lease (collectively, “Lessee Representation Damages”); or as a result (b) any Excluded Asset or Excluded Liability. For the avoidance of doubt, the City shall remain responsible for and further shall fully indemnify the Lessee, New Memorial, UC Health and their Affiliates for any claims, costs or damages now or in the future arising from or relating to (i) the execution or delivery of this AgreementPERA Liability, and hereby fully releases Lessee and Children’s Hospital from any other Related DocumentPERA Liabilities, the Official Statement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or in the case of an Indemnitee only, the administration of this Agreement and the other Related Documents, (ii) any Liquidity Advance, Term Loan Tenant Estoppels or the Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal Landlord Estoppels provided by the Bank City pursuant to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter Section 12.3.6. For the avoidance of Credit)doubt, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating the Lessee is expressly permitted to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City, and regardless of whether any Indemnitee is a party thereto; provided that such assert its indemnity shall not, as claims pursuant to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct of such Indemnitee. The City assumes all risks associated with the acceptance by the Bank of documents received by the Bank by email or facsimile, it being agreed that the use of facsimile or email is this Section 14.4 for the benefit of Children’s Hospital for (i) damages incurred by Children’s Hospital to the extent such costs would have been indemnified 84 \DC - 038094/000003-3386784 v12 by the City hereunder if incurred directly by the Lessee, UC Health and that their Affiliates pursuant to the Bank assumes no liabilities or risks with respect theretotel-ms of and subject to the limitations set forth in, this Operating Lease, and (ii) Excluded Liabilities to the extent such Excluded Liabilities relate to the operations of Children’s Hospital at the MHS Facilities pursuant to the terms of the Children’s Sublease.

Indemnification by the City. To the extent permitted by the laws Laws of the State, the City shall indemnify the Bank and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the City arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Related Document, the Official Statement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or in the case of an Indemnitee only, the administration of this Agreement and the other Related Documents, (ii) any Liquidity Advance, Term Loan or the Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct of such Indemnitee. The City assumes all risks associated with the acceptance by the Bank of documents received by the Bank by email or facsimile, it being agreed that the use of facsimile or email is for the benefit of the City and that the Bank assumes no liabilities or risks with respect thereto.. DRAFT

Indemnification by the City. To the extent permitted by the laws of the Statelaw, the City shall agrees to indemnify and hold harmless the Bank and each of its Related Party Parties (each such Person being called an “Indemnitee”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities and related losses, liabilities, reasonable costs or expenses whatsoever which an Indemnitee may incur (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who or which may be employees of any Indemnitee, incurred by any Indemnitee or asserted claimed against any an Indemnitee by any third party Person) by reason of or by the City arising out of, in connection with, or as a result of (i) with the execution or and delivery of this Agreement, any other Related Document, the Official Statement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the and consummation of the transactions contemplated hereby or thereby, or in under the case Letter of an Indemnitee only, the administration of Credit and this Agreement and the other Related Documents, including, without limitation, (i) the offering, sale, remarketing or resale of Bonds (including, without limitation, by reason of any untrue statement or alleged untrue statement contained or incorporated by reference in any preliminary official statement or official statement (other than those statements relating to the Bank supplied in writing by the Bank expressly for inclusion therein), or in any supplement or amendment thereof, prepared with respect to the Bonds, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading or the failure to deliver a preliminary official statement or an official statement to any offeree or purchaser of Bonds) and (ii) any Liquidity Advance, Term Loan or the Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)execution and delivery of, or (iii) payment or failure to pay by any actual or prospective claimPerson under, litigationthis Agreement; provided, investigation or proceeding relating however, that the City shall not be required to indemnify an Indemnitee for any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities losses, liabilities, costs or related expenses are determined to the extent, but only to the extent, caused by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct or gross negligence of such Indemniteethe Bank. The City assumes all risks associated with Nothing in this Section 9.04(b) is intended to limit the acceptance by the Bank of documents received by the Bank by email or facsimile, it being agreed that the use of facsimile or email is for the benefit obligations of the City under the Bonds or of the City to pay its Obligations hereunder and that under the Bank assumes no liabilities or risks with respect theretoRelated Documents.

Indemnification by the City. To The City agrees that, to the extent permitted by Applicable Law, it shall defend, indemnify, and hold harmless the laws Company and its Affiliates and their respective officers, directors, shareholders, agents and employees (the "Company Indemnitees") from and against all Loss-and-Expense, and shall defend the Company Indemnitees in any lawsuit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of (1) the negligence, wrongful conduct or other fault of the StateCity or any of its officers, employees, agents, representatives, contractors or subcontractors in connection with its obligations or rights under this Agreement, or (2) the performance or nonperformance of the City's obligations under this Agreement. The City shall not, however, be required to reimburse or indemnify any Company Indemnitee for any Loss-and-Expense to the extent due to (a) the negligence or other wrongful conduct of any Company Indemnitee or (b) due to any Uncontrollable Circumstance or any act or omission of any Company Indemnitee judicially determined to be solely responsible for or contributing to the Loss-and-Expense. The Company Indemnitee whose negligence or other wrongful conduct, act or omission, or performance or non-performance is adjudged to have caused such Loss-and-Expense shall be responsible therefor in the proportion that its negligence or wrongful conduct or performance or non-performance caused or contributed to the Loss-and-Expense. A Company Indemnitee shall promptly notify the City in writing of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the City the opportunity to defend such claim (including the sole right to select and retain counsel of its own choice to represent it in connection with such claim), and shall not settle the claim without the written approval of the City (and if the City elects to defend such claim, the City shall indemnify have the Bank sole and each Related Party (each exclusive right to resolve and settle such Person being called an “Indemnitee”) againstclaim). These indemnification provisions are for the protection of the Company Indemnitee only and shall not establish, and hold each Indemnitee harmless fromof themselves, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements liability to third parties. The provisions of any counsel for any Indemnitee), and this Section shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the City arising out of, in connection with, or as a result of (i) the execution or delivery survive termination of this Agreement. Cedar Treatment Facility April 30, any other Related Document, the Official Statement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or in the case of an Indemnitee only, the administration of this Agreement and the other Related Documents, (ii) any Liquidity Advance, Term Loan or the Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct of such Indemnitee. The City assumes all risks associated with the acceptance by the Bank of documents received by the Bank by email or facsimile, it being agreed that the use of facsimile or email is for the benefit of the City and that the Bank assumes no liabilities or risks with respect thereto.2001 Article 11