Licensee’s Indemnification Obligations. Licensee, for itself and its successors and assigns, shall indemnify, defend and hold the Indemnified City Parties harmless from and against any and all Claims, incurred in connection with or arising in whole or in part from any act or omission by Licensee or its Agents, licensees, customers or invitees in connection with this License or any Equipment Permit, whether any negligence may be attributed to any Indemnified City Parties or not, whether any liability without fault is imposed or sought to be imposed on any Indemnified City Parties or not, but except to the extent that that such Claim is directly and exclusively caused by the City’s sole gross negligence or willful misconduct. Licensee’s obligations under this Section 15 includes, without limitation, all reasonable fees, costs and expenses for attorneys, consultants and experts, and the City’s actual costs to investigate and defend against any Claim. Licensee expressly acknowledges and agrees that: (a) Licensee has an immediate and independent obligation to defend any Indemnified City Parties from any Claim that actually or potentially falls within this Section 15, even when the allegations in the Claim are or appear to be groundless, fraudulent or false; and (b) Licensee’s obligations arise at the time any Indemnified City Parties tender a Claim to Licensee and continue until such Claim’s final, non-appealable resolution. Licensee’s obligations under this Section 15.1 shall survive this License’s revocation, termination or expiration.
Appears in 1 contract
Samples: Pole License Agreement
Licensee’s Indemnification Obligations. Licensee, for itself and its successors and assigns, shall indemnify, defend and hold the Indemnified City Parties harmless from and against any and all Claims, incurred in connection with or arising in whole or in part from any act or omission by Licensee or its Agents, licensees, customers or invitees in connection with this Master License, any Site License or any Equipment Permit, whether any negligence may be attributed to any Indemnified City Parties or not, whether any liability without fault is imposed or sought to be imposed on any Indemnified City Parties or notRegulatory Approvals, but except to the extent that that such Claim is directly and exclusively caused by the City’s sole gross active negligence or willful misconduct. Licensee’s obligations under this Section 15 includes14 include, without limitation, all reasonable fees, costs and expenses for attorneys, consultants and experts, and the City’s actual and reasonable costs to investigate and defend against any Claim. Licensee expressly acknowledges and agrees that: (a) Licensee has an immediate and independent obligation to defend any Indemnified City Parties from any Claim that actually or potentially falls within this Section 1514, even when the allegations in the Claim are or appear to be groundless, fraudulent or false; and (b) Licensee’s obligations arise at the time any Indemnified City Parties tender a Claim to Licensee and continue until such Claim’s final, non-appealable resolution. Licensee’s obligations under this Section 15.1 14.1 shall survive this Master License’s or any Site License’s revocation, termination or expiration.
Appears in 1 contract
Samples: Master License Agreement
Licensee’s Indemnification Obligations. Licensee, for itself and its successors and assigns, shall indemnify, defend and hold the Indemnified City Parties harmless from and against any and all Claims, incurred in connection with or arising in whole or in part from any act or omission by Licensee or its Agents, licensees, customers or invitees in connection with this License or any Equipment PermitEquipment, whether any negligence may be attributed to any Indemnified City Parties or not, whether any liability without fault is imposed or sought to be imposed on any Indemnified City Parties or not, but except to the extent that that such Claim is directly and exclusively caused by the City’s sole gross or active negligence or willful misconductmisconduct of the City, the Indemnified City Parties, or any of them. Licensee’s obligations under this Section 15 includes, without limitation, all reasonable fees, costs and expenses for attorneys, consultants and experts, and the City’s actual costs to investigate and defend against any Claim. Licensee expressly acknowledges and agrees that: (a) Licensee has an immediate and independent obligation to defend any Indemnified City Parties from any Claim that actually or potentially falls within this Section 15, even when the allegations in the Claim are or appear to be groundless, fraudulent or false; and (b) Licensee’s obligations arise at the time any Indemnified City Parties tender a Claim to Licensee and continue until such Claim’s final, non-appealable resolution. Licensee’s obligations under this Section 15.1 shall survive this License’s revocation, termination or expiration.
Appears in 1 contract
Samples: Pole License Agreement
Licensee’s Indemnification Obligations. Licensee, for itself and its successors and assigns, shall indemnify, defend defend, and hold the Indemnified City Parties harmless from and against any and all Claims, Claims incurred in connection with with, or arising in whole or in part from from, any act or omission by Licensee or its Agents, licensees, customers customers, or invitees in connection with this License Master License, any Site License, or any Equipment PermitEquipment, including, without limitation, Claims on the basis of RF emissions, whether any negligence may be attributed to any Indemnified City Parties or not, whether any liability without fault is imposed or sought to be imposed on any Indemnified City Parties or not, but except to the extent that that such Claim is directly and exclusively caused by the City’s sole gross negligence or willful misconductmisconduct of the City, the Indemnified Parties, or any of them. Licensee’s obligations under this Section 15 includes13 include, without limitation, all reasonable fees, costs costs, and expenses for attorneys, consultants consultants, and experts, and the City’s actual costs to investigate and defend against any Claim. Licensee expressly acknowledges and agrees that: (a1) Licensee has an immediate and independent obligation to defend any Indemnified City Parties from any Claim that actually or potentially falls within this Section 1513, even when the allegations in the Claim are or appear to be groundless, fraudulent fraudulent, or false; and (b2) Licensee’s obligations under this Section 13 arise at the time any Indemnified City Parties tender a such Claim to Licensee Licensee, and continue until such Claim’s final, final non-appealable resolution. Licensee’s obligations under this Section 15.1 13.1 shall survive this Master License’s and any applicable Site License’s expiration, revocation, termination or expirationtermination.
Appears in 1 contract
Samples: Master License and Right