Common use of Indemnification of City and Trustee Clause in Contracts

Indemnification of City and Trustee. The Developer shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developer shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the Developer. This

Indemnification of City and Trustee. The Developer Valent shall indemnify and save and hold harmless the City and City, the Trustee and their governing body members, officers, agents agents, attorneys, servants and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, costs and expenses, by or on behalf of any Person, firm or corporation Person arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Sublease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, costs and expenses, arising during the Lease Sublease Term from (a1) any condition of the ProjectProject caused by Valent, (b2) any breach or default on the part of the Developer Valent in the performance of any of its obligations under the Development and Performance Agreement, this LeaseSublease, the Base Lease Performance Agreement or any related document, (c3) any contract entered into in connection with the acquisition, purchase, construction, extension, installation extension or improvement of the Project, (d4) any act of negligence of the Developer Valent or of any of its agents, contractors, servants, employees or licensees, (e5) unless the Developer Valent has been released from liability pursuant to Section 13.1(c12.1(c), any act of negligence of any assignee or sublessee of the DeveloperValent, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the DeveloperValent, (f6) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g7) any violation of Section 107.170 of the Revised Statutes of Missouri, as amended; provided, however, the indemnification contained in Sections 10.5(a)-(e) this Section 9.4 shall not extend (i) to the City or Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, costs and expenses, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of gross negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims claim or demand, the Developer Valent shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer Valent and provide reasonable assistance in such defense. All costs related to the such defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by Valent. This Section 9.4 shall survive any termination of this Sublease, the Developer. ThisPerformance Agreement, the satisfaction and discharge of the Indenture or the resignation or removal of the Trustee.

Indemnification of City and Trustee. The Developer shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developer shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the Developer. ThisThis Section 10.5 shall survive any termination of the Development and Performance Agreement and this Lease or the satisfaction and discharge of the Indenture. Notwithstanding anything in this Lease to the contrary and so long as the Project is subject to a note insured or held by HUD: (i) no obligations of the Developer hereunder, including, without limitation, under this Section, shall be payable except from Surplus Cash (as defined in the HUD Regulatory Agreement) or non-project funds; and (ii) no claims or actions shall be made (or payable) under this Lease against the Project or the Lender or the assets of the Developer, except from Surplus Cash of the Developer.

Indemnification of City and Trustee. The Developer shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developer shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the Developer. ThisThis Section 10.5 shall survive any termination of the Development and Performance Agreement and this Lease or the satisfaction and discharge of the Indenture. Notwithstanding anything in this Lease to the contrary and so long as the Project is subject to a note insured or held by the U.S. Department of Housing and Urban Development (“HUD”):HUD: (i) no obligations of the Developer hereunder, including, without limitation, under this Section, shall be payable except from Surplus Cash (as defined in the HUD Regulatory Agreement) or non-project funds; and (ii) no claims or actions shall be made (or payable) under this Lease against the Project or the Lender or the assets of the Developer, except from Surplus Cash of the Developer.

Indemnification of City and Trustee. The Developer Company shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents agents, servants, employees, and employees independent contractors harmless from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ ' fees, by or on behalf of any Personperson, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in in, on or on about, the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ ' fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer Company in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any action requested of the City by the Company related documentto this Lease, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation purchase or improvement of the Project, (d) any act of negligence of the Developer Company or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the DeveloperCompany, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the DeveloperCompany, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri, as amended; provided, however, the indemnification contained in Sections 10.5(a)-(e) this Section 10.5 shall not extend (i) to the City to the extent that or Trustee if such claims, demands, costs, liabilities, damages or expenses, including attorneys’ ' fees, are (Ai) the result of work being performed at the Project by employees or agents of the City, or (Bii) the result of the City's gross negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trusteemisconduct. Upon written notice from the City or the Trustee of any such claims or demandTrustee, the Developer Company shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defenseproceeding to which they are entitled to indemnification as provided herein. All costs related to the defense of the City or the Trustee pursuant to this This Section 10.5 shall be paid by the Developer. Thissurvive any termination of this Lease.

Indemnification of City and Trustee. The Developer Company shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer Company in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, purchase and installation or improvement of the Project, (d) any act of negligence of the Developer Company or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer Company has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the DeveloperCompany, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the DeveloperCompany, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 claim relating to the presence on, escape or removal from the Project during the term of the Revised Statutes Lease of Missouriany hazardous substance or other material regulated by any applicable Environmental Law, or compliance with any applicable Environmental Law, whether such claim arises before, during or after the term of this Lease, including claims relating to personal injury or damage to property; provided, however, the indemnification contained in Sections 10.5(a)-(e) this Section 10.5 shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys’ fees, are (i) the result of work being performed at the Project Site by employees or agents of the City, or (ii) the result of gross negligence or willful misconduct by the City or the Trustee, or their respective employees or agents. Upon written notice from the City or the Trustee of any such claims or demand, the Developer Company shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer Company and provide reasonable assistance in such defense. All costs related to the defense of the City or and/or the Trustee pursuant to this Section 10.5 shall be paid by the DeveloperCompany. ThisThis Section 10.5 shall survive any termination of the Performance Agreement and this Lease or the satisfaction and discharge of the Indenture.

Indemnification of City and Trustee. The Developer Company shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer Company in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer Company or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer Company has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the DeveloperCompany, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the DeveloperCompany, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) this Section 10.5 shall not extend (i) to the City or Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (Ai) the result of work being performed at the Project by employees of the City, or (Bii) the result of gross negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developer Company shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer Company and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the DeveloperCompany. ThisThis Section 10.5 shall survive any termination of the Performance Agreement and this Lease or the satisfaction and discharge of the Indenture.

Indemnification of City and Trustee. The Developer shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developer shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the Developer. ThisThis Section 10.5 shall survive any termination of the Development and Performance Agreement and this Lease or the satisfaction and discharge of the Indenture. Notwithstanding anything in this Lease to the contrary (so long as the Project is subject to a note insured or held by HUD): (i) no obligations of the Developer hereunder, including, without limitation, under this Section, shall be payable except from Surplus Cash (as defined in the HUD Regulatory Agreement) or non-project funds; and (ii) no claims or actions shall be made (or payable) under this Agreement against the Project or the Lender or the assets of the Developer, except from Surplus Cash of the Developer.

Indemnification of City and Trustee. The Developer Company shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees harmless from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, liabilities and losses by or on behalf of any Personperson, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in in, on or on about, the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, claims arising during the Lease Term from (a) any condition of the ProjectProject caused by the Company, (b) any breach or default on the part of the Developer Company in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, improvement and installation or improvement of the Project, (d) any act of negligence of the Developer Company or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the DeveloperCompany, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the DeveloperCompany, and (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part ownership of the Project, Project by the City. The Company shall indemnify and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to save the City to and the extent that such Trustee harmless from and against all fees, penalties, costs, claims, demands, costs, liabilities, damages or expenseslosses and expenses including but not limited to, including attorneys’ fees, are those items referenced in Sections 6.2(b) and 8.3(b) of this Lease (A) except those which have arisen from the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by or gross negligence of the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written ) incurred in or in connection with any action or proceeding brought thereon, to this Lease, the Indenture and the Bonds, and upon notice from the City or the Trustee of any such claims or demandTrustee, the Developer shall Company agrees to defend them or either any of them in any such action or proceeding; provided, that proceeding (except those which have arisen from the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense willful misconduct or gross negligence of the City or the Trustee). The Trustee pursuant to shall notify the Company in writing within 14 days after receipt of any claim described in this Section. Provided that neither the City or the Trustee shall suffer any loss, cost or liability, the Company shall have complete control of any payment in settlement or compromise of a claim or satisfaction of a judgment resulting from a claim described in this Section. This Section 10.5 10.6 shall be paid by survive the Developer. Thisexpiration or other termination of this Lease.

Indemnification of City and Trustee. The Developer Company shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of this Lease, the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) Agreement or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project Equipment during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the ProjectProject Equipment, (b) any breach or default on the part of the Developer Company in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease Performance Agreement, the Indenture or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, purchase or installation or improvement of the ProjectProject Equipment, (d) any act of negligence of the Developer Company or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer Company has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the DeveloperCompany, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the DeveloperCompany, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri, as amended, and (g) the acceptance or administration by the Trustee of the trust created by the Indenture; provided, however, the indemnification contained in Sections 10.5(a)-(e) this Section 10.5 shall not extend (i) to the City to the extent that or Trustee if such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (Ai) the result of work being performed at on the Project Equipment by employees of the City, or (Bii) the result of gross negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demandTrustee, the Developer Company shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this This Section 10.5 shall be paid by survive any termination of this Lease and the Developer. ThisPerformance Agreement, the satisfaction and discharge of the Indenture or the resignation or removal of the Trustee.

Indemnification of City and Trustee. The Developer shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developer shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the Developer. ThisThis Section 10.5 shall survive any termination of the Development and Performance Agreement and this Lease or the satisfaction and discharge of the Indenture.

Indemnification of City and Trustee. The Developer Corporation shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees harmless from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, claims by or on behalf of any Personperson, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in in, on or on about, the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, claims arising during the Lease Term from (a) any condition of the ProjectProject caused by the Corporation, (b) any breach or default on the part of the Developer Corporation in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in by the Corporation or its sublessee, if any, in connection with the acquisition, purchase, construction, extension, installation improving or improvement remodeling of the Project, (d) any act of negligence of the Developer Corporation or of any of its agents, contractors, servants, employees or licensees, and (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the DeveloperCorporation, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of MissouriCorporation; provided, however, the indemnification contained in Sections 10.5(a)-(e) this SECTION 10.5 shall not extend to the City or the Trustee if (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) claim is the result of work being performed at the Project by employees employees, agents or contractors of the City, or (Bii) such claim is the result of the gross negligence or willful misconduct by of the City or its employees, agents or contractors, or (iiiii) with respect to the Trustee to the extent that Trustee, such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are claim is the result of the negligence or willful misconduct by of the Trustee or its employees, agents or contractors. The Corporation shall indemnify and save the City and the Trustee harmless from and against all costs and expenses (except those which have arisen from the willful misconduct or gross negligence of the City or the Trustee. Upon written ) incurred in or in connection with any action or proceeding brought in connection with claims arising from circumstances described in clauses (a) through (e), and upon notice from the City or the Trustee of any such claims or demandTrustee, the Developer Corporation shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of If a claim is made or any action is brought against the City or the Trustee pursuant to (collectively, the "Indemnified Parties") for which indemnification may be sought against the Corporation under this Section 10.5 shall 10.5, the Indemnified Parties will promptly notify the Corporation in writing, and the Corporation will promptly assume the defense thereof, including with the consent of the Indemnified Party, which consent may not be paid unreasonably withheld, the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties will have the right to employ separate counsel with respect to any such claim or in any such action and to participate in the defense thereof, but the fees and expenses of that counsel will be at the expense of the Indemnified Party or Indemnified Parties unless the employment of such counsel has been specifically authorized, in writing, by the DeveloperCorporation or there is a conflict of interest that would prevent counsel for the Corporation from adequately representing both the Corporation and the Indemnified Parties. ThisThe Corporation will not be liable for any settlement of any action effected without its written consent, but if settled with the written consent of the Corporation or if there is a final judgment for the plaintiff in any such action of which the Corporation is required to assume the defense, the Corporation agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of the settlement or judgment.

Indemnification of City and Trustee. The Developer shall indemnify and save and hold harmless the City and the Trustee and their governing body members, officers, agents and employees from and against all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds and the execution of the Development and Performance Agreement, this Lease (or any instrument requested by the Developer pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or thing done in or on the Project during the Lease Term, and against and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from (a) any condition of the Project, (b) any breach or default on the part of the Developer in the performance of any of its obligations under the Development and Performance Agreement, this Lease, the Base Lease or any related document, (c) any contract entered into in connection with the acquisition, purchase, construction, extension, installation or improvement of the Project, (d) any act of negligence of the Developer or of any of its agents, contractors, servants, employees or licensees, (e) unless the Developer has been released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of the Developer, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Developer, (f) obtaining any applicable state and local sales and use tax exemptions for materials or goods that become part of the Project, and (g) any violation of Section 107.170 of the Revised Statutes of Missouri; provided, however, the indemnification contained in Sections 10.5(a)-(e) shall not extend (i) to the City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are (A) the result of work being performed at the Project by employees of the City, or (B) the result of negligence or willful misconduct by the City or (ii) to the Trustee to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, are the result of negligence or willful misconduct by the Trustee. Upon written notice from the City or the Trustee of any such claims or demand, the Developer shall defend them or either of them in any such action or proceeding; provided, that the City shall cooperate with the Developer and provide reasonable assistance in such defense. All costs related to the defense of the City or the Trustee pursuant to this Section 10.5 shall be paid by the Developer. ThisThis Section 10.5 shall survive any termination of the Development and Performance Agreement and this Lease or the satisfaction and discharge of the Indenture.