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Exhibit G — Indemnity Agreement <br />Comcast to represent the Commission and/or the City, Comcast shall pay, from the date such <br />separate representation is required forward, all reasonable expenses incurred by the Commission <br />and the City in defending itself with regard to any action, suit or proceeding indemnified by <br />Comcast. Provided, however, that in the event that such separate representation is or becomes <br />necessary, and the Commission or the City desires to hire a counselor any other outside experts <br />or consultants and desires Comcast to pay those expenses, then the Commission and/or the City <br />shall be required to obtain Comcast's consent to the engagement of such counsel, experts or <br />consultants, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the <br />parties agree that the Commission and/or City may utilize at any time, at its own cost and <br />expense, its own attorney or outside counsel with respect to any claim brought by another <br />franchised cable operator as described in this agreement. <br />The provisions of this agreement shall not be construed to constitute an amendment of the cable <br />communications franchise ordinance or any portion thereof but shall be in addition to and <br />independent of any other similar provisions contained in the cable communications franchise <br />ordinance or any other agreement of the parties hereto. The provisions of this agreement shall not <br />be dependent or conditioned upon the validity of the cable communications franchise ordinance <br />or the validity of any of the procedures or agreements involved in the award or acceptance of the <br />franchise, but shall be and remain a binding obligation of the parties hereto even if the cable <br />communications franchise ordinance or the grant of the franchise is declared null and void in a <br />legal or administrative proceeding. <br />It is the purpose of this agreement to provide maximum indemnification to the Commission and <br />the City under the terms set out herein and, in the event of a dispute as to the meaning of this <br />Indemnity Agreement, it shall be construed, to the greatest extent permitted by law, to provide <br />for the indemnification of the Commission and the City by Comcast. This agreement shall be a <br />binding obligation of and shall inure to the benefit of, the parties hereto and their successor's and <br />assigns, if any. <br />[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] <br />0 <br />