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Tracking No. 23W-19543
<br /> LIABILITY AND INSURANCE
<br /> 12. Liability and Indemnification.
<br /> 12.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies,
<br /> partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and
<br /> agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes
<br /> of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable
<br /> attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs)
<br /> environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents,
<br /> invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
<br /> or any party they control or exercise control over.
<br /> 12.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS
<br /> CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR,
<br /> FROM AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND OR DESCRIPTION
<br /> DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE OR
<br /> IN PART):
<br /> 12.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS,
<br /> 12.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
<br /> 12.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
<br /> 12.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR
<br /> CONTRIBUTED TO BY LICENSEE, OR
<br /> 12.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
<br /> 12.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES AND
<br /> WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL
<br /> CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR,
<br /> OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE
<br /> COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION, AND LIABILITY ACT, AS
<br /> AMENDED ("CERCLA")OR OTHER ENVIRONMENTAL LAWS(DEFINED BELOW). NOTHING IN THIS
<br /> LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S
<br /> COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY
<br /> AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S
<br /> COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND
<br /> DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS
<br /> LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES
<br /> AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR
<br /> THE ENVIRONMENTAL CONDITION OF THE PREMISES.
<br /> 12.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF
<br /> ANY INDEMNITEE,TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL,AND SHALL
<br /> CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES
<br /> HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE
<br /> OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF
<br /> EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS
<br /> THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
<br /> LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
<br /> RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
<br /> STATUTE.
<br /> 12.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES
<br /> ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
<br /> INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM
<br /> OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR
<br /> STRICT LIABILITY OF ANY INDEMNITEE.
<br /> Form 427; Rev. 20140815
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