2008 048 Ordinance - Laserfiche WebLink

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whether such claims arise from the sole or partial negligence or other action or inaction, of such Facility Owner., The Village will notify OneCommunity in writing before pursuing any such claim against a Facility Owner and such notification will make specific reference to this provision of this Agreement, and OneCommunity will respond in writing within sixty (60) days after receipt of such notification as to whether or not the terms of such Required Right require the Village to release and waive such claim against the Facility Owner in question. Notwithstanding the foregoing, this Section will not act as a waiver of the Village's right, and the Village does not waive its right to pursue claims for service interruption, cessation, unreliability of or damage to the System against any other party, including but not limited to OneCommunity. 8.4 Pursuit of Actions Against Third Parties. Except as provided in Sections 8.2 and 8.3, nothing contained in this Agreement will operate as a limitation on the right of either OneCommunity or the Village to bring an action or claim for damages against any third party. Each of OneCommunity and the Village will assign such rights of claims, execute such documents, and do whatever else may be reasonably necessary to enable the other (at such other Party's sole expense) to pursue any such action or claim against such third party. Section 9. Governmental Fees. 9.1 Obligations of the Village. To the extent applicable, the Village will timely report, make filings for, and pay any and all regulatory charges or fees, franchise fees or similar fees (together, the "Governmental Fees") properly assessed against its ownership or use of the Fibers, including the provision of services over the Fibers, its use of any other part of the System, or its ownership or use of facilities connected to the Fibers. To the extent applicable, the Village will be liable for any and all Governmental Fees associated with the Construction Charges, service, maintenance or other services provided by OneCommunity pursuant to this Agreement, whether such Governmental Fees are assessed against the Village or OneCommunity. 9.2 Obligations of OneCommunity. Subject to Section 9.1 above and to the extent applicable, OneCommunity will timely report and pay any and all sales, use, income, gross receipts, excise, transfer, ad valorem or other taxes, and any and all Governmental Fees properly assessed against it due to its construction, ownership, physical location or use of the OneCommunity Fibers and the System, provided that the Village, to the extent applicable, will reimburse OneCommunity for its Pro-Rata Share of the Governmental Fees attributable to the System. 9.3 Cooperation. The Parties will cooperate in any contest of any taxes or fees and in making tax-related reports and filings, so as to avoid, to the extent reasonably possible, prejudicing the interests of the other Party. Section 10. Eminent Domain. Should any portion of the System or any other directly associated interest belonging to OneCommunity be acquired by eminent domain, nationalization, or expropriation (each of which, a "Taking") by any authority or entity possessing such power, then each Party will be excused from performance of its obligations to the extent provided in this Section. In the proceeding for any such Taking or an involuntary discontinuance of the use of a portion of the System in anticipation of a Taking, the interests of the Village and OneCommunity 11 As of 01/29/2009