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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 /> 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 /> 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 /> 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 /> 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 /> SECTION 9 <br /> SALE, ABANDONMENT, TRANSFER,AND REVOCATION <br /> (1) Franchise Non-transferable. <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 /> 25 <br /> 232860v1 <br />