A. The grantee will indemnify the grantor and will pay all damages and penalties which the grantor may legally be required to pay which result from any negligence by the grantee in the operation of the cable system throughout the territorial area of the grantor. The grantor shall give the grantee timely written notice of the making of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this section. In the event any such claim arises, the grantor shall tender the defense thereof to the grantee and the grantee shall have the right to defend, settle or compromise any claims arising hereunder and the grantor shall cooperate fully herein. If the grantor determines in good faith that its interests cannot be represented by the grantee, the grantee shall be excused from any obligation to represent the grantor.
B. The grantee will not be required to indemnify the grantor for the negligent acts of the grantor or its officials, boards, commissions, agents or employees. Further, the grantor will indemnify and hold the grantee harmless from any claims or causes of action arising from any negligent acts by the grantor, its officials, boards, commissions, agents or employees. (Ord. 255, 10-6-2003)