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� � <br /> acceptance of insurance certificates required under this Agreement, or the terms, <br /> applicability or limitations of any insurance held by Grantee. <br /> (c) Grantor does not, and shall not, waive any rights against <br /> Grantee which it may have by reason of this indemnification, because of the <br /> acceptance by Grantor, or the deposit with Grantor by Grantee, of any of the <br /> insurance policies described in this Section. <br /> (d) This indemnification by Grantee shall apply to all damages <br /> and claims for damages of any kind suffered by reason of any of the aforesaid <br /> operations referred to in this Section, regardless of whether or not such <br /> insurance policies shall have been determined to be applicable to any of such <br /> damages or claims for damages. <br /> (e) Grantee shall not be required to indemnify Grantor for <br /> negligence or misconduct on the part of Grantor or its officials, boards, <br /> commissions, agents, or employees (hereinafter "such acts"). Grantor shall hold <br /> Grantee harmless from any damage resulting from any such acts of the Grantor <br /> or its officials, boards, commissions, agents or employees in utilizing any <br /> government or educational access channels, emergency alert system facilities <br /> and for any such acts committed by Grantor in connection with work perFormed <br /> by Grantor and permitted by this Agreement, on or adjacent to the Cable <br /> System. <br /> (fl Grantor shall give the Grantee timely written notice of any <br /> claim or of the commencement of any action, suit or other proceeding covered by <br /> the indemnity of this Section. In the event such claim arises, the Grantor or any <br /> other indemnified party shall tender the defense thereof to Grantee and the <br /> Grantee shall have the duty to defend, settle or compromise any claims arising <br /> 16 <br /> sh/RWC/Council <br /> AGMT-382 <br /> FXS/fs <br /> 08/02/00 <br />