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6.G. - Page 27 of 40
<br />unrestricted use, six (6) strands of the forty-eight (48) strands of dark fiber Licensee places in the
<br />Licensed Conduit.
<br />ARTICLE 7 - INDEMNITY AND INSURANCE
<br />7.1 Indemnity.
<br />7.1.1 Third -Party Indemnification by Licensee. Licensee shall indemnify, defend,
<br />reimburse and hold harmless Licensor, its officers, agents, employees and contractors, and each of
<br />them ("Licensor Indemnified Parties"), from and against any and all third -party demands, claims,
<br />legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and
<br />liabilities of any kind ("Claims"), to the extent caused by or arising out of: (a) any failure by Licensee
<br />to faithfully observe or perform any of the terms, covenants or conditions of this Agreement, (b) the
<br />use of the Licensed Conduit or any activities conducted thereon by Licensee, its officers, directors,
<br />members, employees, agents, consultants, contractors or subcontractors (collectively, "Agents"), or
<br />(c) any release or discharge, or threatened release or discharge, of any Hazardous Material caused
<br />or allowed by Licensee or its Agents, on, in, under or about the Licensed Conduit.
<br />7.1.2 Third -Party Indemnification by Licensor. Licensor shall indemnify, defend,
<br />reimburse and hold harmless Licensee, its officers, agents, employees and contractors, and each of
<br />them ("Licensee Indemnified Parties"), from and against any and all demands, claims, legal or
<br />administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities
<br />of any kind ("Claims"), to the extent caused by or arising out of: (a) any failure by Licensor to
<br />faithfully observe or perform any of the terms, covenants or conditions of this Agreement, (b) the
<br />use by Licensor or its Agents of the dark fiber strands provided to Licensor by Licensee pursuant to
<br />Section 6 of this Agreement, or (c) any release or discharge, or threatened release or discharge, of
<br />any Hazardous Material caused or allowed by Licensor or its Agents, on, in, under or about the
<br />Licensed Conduit
<br />7.1.3 Third -Party Indemnification Procedure. In addition to each Party's obligation
<br />to indemnify the other Party under this Section 7.1, the Parties specifically acknowledge and agree
<br />that each of them has an immediate and independent obligation to defend the other from any claim
<br />that actually or potentially falls within such Party's indemnification obligations even if such allegation
<br />is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered
<br />to the indemnifying Party by the indemnified Party and continues at all times thereafter. The
<br />indemnity obligations set forth in this Section 7.1 shall include, without limitation, reasonable
<br />attorneys', experts' and consultants` fees and costs, investigation and remediation costs and all other
<br />reasonable costs and expenses incurred by the indemnified Parties. This Section shall survive the
<br />expiration or other termination of this Agreement.
<br />7.2 Insurance Requirements. During the Term of this Agreement, Licensee shall maintain
<br />the following insurance coverage:
<br />ATTY/AGR/2015.149/ASTOUND CONDUIT ACCESS FOR SM COUNTY
<br />REV: 08-20-15 MLG
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