Laserfiche WebLink
ExteNet for repair of such facilities damaged by Licensee, its personnel, agents and <br />contractors. <br />(ii) Only as arising under this Agreement and not in its capacity as a municipality or <br />otherwise, Licensee shall be liable to ExteNet for all of its actions or omissions that <br />cause damage to the ExteNet Cable, the Access Points and all other facilities and <br />equipment associated with the Network, or that interfere with, disrupt or degrade the <br />quality or reach of any signal, transmission or telecommunications carried on the <br />ExteNet Cable or the Network, but shall not be liable for any special, indirect, or <br />consequential damages arising from Licensee's actions or omissions. <br />(iii) ExteNet shall not be liable to Licensee for any special, indirect, or consequential <br />damages arising from any interruption or degradation of Licensee's communications <br />carried on Licensed Fiber. <br />5. Mutual Indemnification <br />(i) Each of ExteNet and Licensee (as "Indemnifying Party") hereby agrees to <br />indemnify, defend and hold harmless the other (as "Indemnitee") from and against any <br />third party demand, claim, action, suit or proceeding ("Claim'") and any resulting loss, <br />liability, cost, expense or fine, including court and appeal costs and reasonable attorneys' <br />fees and expenses ("Losses"), that are caused by or arise out of the actual or alleged <br />acts or omissions, whether negligent or willful, of the Indemnifying Party, its personnel, <br />agents or contractors, in connection with the performance under this Agreement or <br />otherwise in connection with the construction (including any excavation), installation, <br />operation, maintenance or use of the ExteNet Cable or the Licensed Fiber or any <br />equipment or facilities interconnected or associated therewith. <br />(ii) Notwithstanding the foregoing, each party's respective obligations as an <br />Indemnifying Party under paragraph (i) above shall not include any liability or <br />obligation to defend: <br />(a) to the extent that Losses arise out of or are caused by the Indemnitee's <br />intentional misconduct and/or gross negligence; <br />(b) to the extent that the defense of any Claim is prejudiced, or the resulting <br />Losses are caused by the Indemnitee's failure or refusal to provide the <br />Indemnifying Party with timely notice of the Claim, or to cooperate in the <br />defense thereof, or are caused by the Indemnitee entering into a settlement or <br />compromise of the Claim without the prior written approval of the <br />Indemnifying Party; or <br />(c) to the extent that Losses result from the Indemnitee's failure or refusal to <br />take commercially reasonable actions as the Indemnifying Party may request, <br />and at the Indemnifying Party's sole cost and expense, in order to mitigate or <br />lessen such Losses. <br />(iii) The Indemnitee shall give the Indemnifying Party timely written notice of any <br />Claim covered by this Section 5. The Indemnitee shall tender the defense of the Claim to <br />the Indemnifying Party and such defense shall be carried out under the control and at the <br />Exhibit C — Dark Fiber License Agreement <br />Page 8 <br />