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indemnify (a) the City for any liabilities, damages, cost and expense resulting from the willful misconduct or negligence of the City, its officers, employees and agents; (b) third parties for any activity or function conducted in connection with any access channels provided nnder Section 3.1 or in connection with any emergency messages under Section 3.3; or (c) the City for any claim or action by any person challenging the lawfulness of this Agreement, the City's authority with respect to this Agreement, or the effect of this Agreement on such person and/or such person's agreement with the City, except as otherwise herein provided. 7.2.2 City to Hold Company Harmless. The City shall hold the Company (including its officers, employees and agents) harinless from and against all liabilities, special, incidental, consequential, punitive and all other damage, cost and expense (ìncluding reasonable attorneys' fees) resulting from the City's willful misconduct or negligence. 7.2.3 Company's Agreement to Defend ìn the Event Of Certain Claims by Other Provider. (a) In the event that any incumbent video service provider in the City files a claim against the City ìn state or federal court arising out of the fact that the City entered ìnto this Agreement, challenging the lawfulness of this Agreement or seéking to modify its obligations under its existing cable franchise on the basis that the City entered into this Agreement, the Company shall cooperate with the City to provide information that may assist the City ìn responding to such claim. (b) At the City's request, the Company will intervene in any such action and participate in the defense of any claim. In such event, the Company will assume, at its· expense, the sole defense of the claim through counsel selected by the Company and shall keep the City fully informed às to the progress of such defense. Upon reasonable request by the Company and at the Company's expense, the City shall cooperate with Company in the defense of the claim. At its option and expense, the City may retain or use separate COurlSel to represent it, ìncludíng in-house counsel. The Company, however, will maintain control of the defense and resolution or settlement of the claim; except that if the settlement of a claim would adversely affect the City", the Company' may settle the claim as to the City only with its consent, whièh consent shall not be unreasonably withheld or delayed. (c) The Company shall pay the full amount of (i) any judgment or award issued by a court against the City as a result of entering into the Agreement with the Company or (ii) any settlement negotiated by the Company with respect to the claim and all other expenses related to the resolutîon of the claim. The Company's obligation to pay excludes an incumbent video service provider's costs, interest and reasonable attorneys' fees in bringing such action or claim unless ordered by a court or otherwise agreed to by the Company in any settlement agreement. 477196·2 15