(a) The Company shall, at its sole cost and expense, fully indemnify, defend and hold harmless the Village, its officers and Village employees against any and all claims suits actions, liability and judgments for damages, including, but not limited to expenses for reasonable legal fees and disbursements and liabilities assumed by the Village in connection therewith:
(1) To persons or property, in any way arising out of or through the acts or omissions of the Company, its servants, agents or employees, or to which the Company's negligence shall in any way contribute;
(2) Arising out of any claim for invasion of the right of privacy, for defamation of any person, firm or corporation, or the violation or infringement of any copyright, trademark, trade name, service mark or patent, or of any other right of any person, firm or corporation, excluding claims arising out of or relating to Village programming; and
(3) Arising out of the Company's failure to comply with the provisions of any federal, state, or local statute, ordinance or regulation applicable to the Company in its business hereunder.
(b) The foregoing indemnity is conditioned upon the following: The Village shall give the Company prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this section. The Company shall have the right to compromise and settle any such litigation. Nothing herein shall be deemed to prevent the Village from cooperating with the Company and participating in the defense of any litigation by its own counsel at its sole cost and expense. No recovery by the Village of any sum by reason of the Letter of Credit required in Section 737.10 shall be any limitation upon the liability of the Company to the Village under the terms of this section, except that any sum so received by the Village shall be deducted from any recovery which the Village might have against the Company under the terms of this section. (Ord. 12- 83. Passed 2-15- 83.)