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<br /> <br />232860v1 <br /> <br />25 <br />of counsel) and costs of any nature (“Claims”) that any of the Indemnified <br />Parties may at any time suffer, sustain or incur arising out of, based upon <br />or in any way connected with the grant of this Franchise, the operation of <br />Grantee's System, the breach by Grantee of its obligations under this <br />Franchise and/or the activities of Grantee, its subcontractor, employees <br />and agents hereunder. Grantee shall be solely responsible for and shall <br />indemnify, defend and hold the Indemnified Parties harmless from and <br />against any and all matters relative to payment of Grantee's employees, <br />including compliance with Social Security and withholdings. <br /> <br />i. The indemnification obligations of Grantee set forth in this <br />Franchise are not limited in any way by the amount or type of <br />damages or compensation payable by or for Grantee under <br />Workers' Compensation, disability or other employee benefit acts, <br />acceptance of insurance certificates required under this Franchise, <br />or the terms, applicability or limitations of any insurance held by <br />Grantee. <br /> <br />ii. City does not, and shall not, waive any rights against Grantee <br />which it may have by reason of the indemnification provided for <br />in this Franchise, because of the acceptance by City, or the <br />deposit with City by Grantee, of any of the insurance policies <br />described in this Franchise. <br /> <br />iii. The indemnification of City by Grantee provided for in this <br />Franchise shall apply to all damages and claims for damages of <br />any kind suffered by reason of any of the Grantee's operations <br />referred to in this Franchise, regardless of whether or not such <br />insurance policies shall have been determined to be applicable to <br />any such damages or claims for damages. <br /> <br />iv. City shall hold Grantee harmless, subject to the limitations in <br />Minnesota Statutes Chapter 466, for any damage resulting from <br />the negligence or misconduct of the City or its officials, boards, <br />commissions, agents, or employees in utilizing any PEG Access <br />Channels, equipment, or facilities and for any such negligence or <br />misconduct by City in connection with work performed by City <br />and permitted by this Franchise, on or adjacent to the Cable <br />System. <br /> <br />SECTION 9 <br />SALE, ABANDONMENT, TRANSFER, AND REVOCATION <br /> <br />(1) Franchise Non-transferable. <br /> <br />(a) Grantee shall not voluntarily or involuntarily, by operation of law or otherwise, <br />sell, assign, transfer, lease, sublet or otherwise dispose of, in whole or in part, the <br />90