7.1 Disclaimer of Liability. City shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of the Company's construction, maintenance, repair, use, operation (which includes rates, billing and collection practices) condition or dismantling of Company's Cable System or Company's provision of Cable Service.
7.2 Indemnification. Company shall at its sole cost and expense indemnify and hold harmless City and all associated, Affiliated, allied and subsidiary entities of City, now existing or hereinafter created, and their respective officers, boards, commissions, attorneys, agents, and employees (hereinafter referred to as "Indemnities"), from and against:
7.2.1 Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys), whether legal or equitable, which may be imposed upon, incurred by or be asserted against the Indemnities by reason of any act or omission of Company, its personnel, employees, agents, contractors, subcontractors or Affiliates, which may arise out of or be in any way connected with the construction, installation, operation, maintenance or condition of the Cable System or other Company property (including those arising from any matter contained in or resulting from the transmission of signals over the System and including any claim or lien arising out of work , labor, materials or supplies provided or supplied to Company, its contractors or subcontractors), the provision of Cable Services, other services or Company's failure to comply with any Federal, State or local statute, ordinance or regulation.
7.3 Indemnification. Company hereby agrees to indemnify and hold harmless the Indemnities against and from any claim asserted or liability imposed upon the Indemnities for personal injury or property damage to any person arising out of the installation, operation, maintenance or condition of the Cable System. Company's failure to comply with any Federal, State or Local statute, ordinance, or regulation.
7.4 Defense of Indemnities. In the event any action or proceeding shall be brought against the Indemnities by reason of any matter for which the Indemnities are indemnified hereunder, Company shall upon notice from any of the Indemnities, at Company's sole cost and expense, resist and defend the same with legal counsel approved by City; provided, however, that Company shall not admit liability in any matter on behalf of the Indemnities without the written consent of City.
7.5 Notice, Cooperation and Expenses. City shall give 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. Nothing herein shall be deemed to prevent City from cooperating with Company and participating in the defense of any litigation by City's own counsel.
7.6 Insurance. At all times during the term of this Franchise including any time for removal of facilities or restoration, Company shall obtain, maintain, and pay all premiums for all insurance policies described in this Section. Within thirty (30) days from the Effective Date of this Franchise, Company shall file with City certificates of insurance evidencing coverage. Failure to obtain and maintain any insurance policy required by this Section shall be deemed a material breech of this Franchise and may be grounds for termination of this Franchise.
7.6.1 Property Damage Liability. Two Million Dollars ($2,000,000) per occurrence with a Five Million Dollar ($5,000,000) umbrella policy. The property damage insurance required by this Section shall indemnify, defend and hold harmless Company and City and the respective officers, boards, commissions, agents, and employees of each from and against all claims made by any person for property damage caused by the operations of Company under the Franchise herein granted or alleged to have been so caused or alleged to have occurred.
7.6.2 Comprehensive Public Liability. Two Million Dollars ($2,000,000) per occurrence with a Five Million Dollar ($5,000,000) umbrella policy. The comprehensive public liability insurance required by this Section shall indemnify, defend, and hold harmless Company and City and the respective officers, boards, commissions, agents, and employees of each from any and all claims made by any person on account of injury to, or death of a person or persons caused by operations of Company under this Franchise, alleged to have been so caused or alleged to have occurred.
7.6.3 Comprehensive Automobile Liability. Two Million Dollars ($2,000,000) per occurrence with a Five Million Dollar ($5,000,000) umbrella policy. The comprehensive automobile liability insurance required by this Section shall indemnify, defend, and hold harmless Company and City and the respective officers, boards, commissions, employees and agents of each from any and all claims made by any person on account of collision, personal injury or property damage caused by use of any owned, hired, on non-owned motor vehicles used in conjunction with the rights herein granted or alleged to have been so caused or alleged to have occurred.
7.6.4 Workers' Compensation. Workers' Compensation coverage, which meets all requirements of any applicable Stat workers' compensation or comparable laws.
7.7 Cancellations or Change. The insurance policies called for herein shall require thirty (30) calendar days written notice to City and Company of any cancellation or change in the amount of coverage. Company shall in the event of any cancellation notice, obtain, maintain, pay all premiums for, and file with City written evidence of payments of premiums for an appropriate replacement insurance policies so canceled within thirty (30) calendar days following receipt by City or Company of notice of cancellation.
7.8 No Limitation of Liability. No recovery by City of any sum by reason of any insurance policy required by this Franchise shall be any limitation upon the liability of Company to City or to other persons.
7.9 Qualified Carriers. All insurance shall be effected under valid and enforceable policies insured by insurance carriers licensed to do business in the State of Tennessee or by surplus line carriers on the State Insurance Commissioner's approved list of companies qualified to do business in the State.