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<br />J. <br /> <br />-.~> I <br /> <br />," <br /> <br />. <br /> <br />with representatives of North Central indicating that auch <br />aeparation and independent consideration of the ~ransfer <br />Transaction and any Subsequent Transactions _y I'lot be <br />recognized by or considered binding upon North Central in <br />the event that a Subsequent Transact~on is not _approved by <br />the Commission or the Cities~ and <br /> <br />Whereas, the Commission is willing to approve the ~ransfer <br />Transaction only upon the condition (in addition to any other <br />condi tions set forth in the COll\lJlission' sand Cities' approval <br />resolutions) that Group Wand Westinghouse indemnify the <br />Commission and the Cities as set forth herein. <br /> <br />Therefore, Group Wand Westinghouse hereby agree to <br />indemnify and hold harmless the Coll\lJlission, each of the Cities, <br />and the Directors, Council Members, officers, employees, and <br />agents thereof, from any and all claims, damages, liability, <br />costs and expenses, including legal fees, arising or resulting <br />from any judicial or administrative action or other legal <br />or governmental proceeding brought by any Buyer, lm assignee <br />of any Buyer's interests with respect to Group W, North Central <br />or any other proposed transferee or pUJ:chaser of the System <br />and the Franchises pursuant to a SUbsequent Transaction, if <br />and to the extent such claim, damage, liability or cost or <br />expense relates to or is based in whole or in part upon <br />allegations or arguments to the effect that by approving the <br />Transfer Transaction the Commission or the Cities have approved <br />or consented to any Subsequent Transaction, or are bound by <br />such approval in evaluating any Subsequent Transaction or <br />are estopped from independently considering any aspect or <br />evaluation criteria related to any Subsequent Transaction, <br />or that any party to a Subsequent 'l'ransaction has acquired <br />any beneficial or equitable interest in Group W Cable of the <br />North SUburbs, Inc., the Franchises or the System or has acted <br />detrimentally. in reliance upon the approval of the Transfer <br />Transaction. <br /> <br />The Commission shall give or cause to be qiven, notice <br />to Group Wand Westinghouse of any legal or governmental action <br />or proceeding involving matters subject to the above described <br />indemnity arrangements, shall permit Group W or Westinghouse <br />to assume the defense thereof, and shall obtain the consent <br />of Group Wand Westinghouse regarding any settlement of such <br />action or proceeding not involving a final determination of <br />such matters on their merits. <br /> <br />This Agreement shall be construed and enforced in <br />4It accordance with the laws of the State of Minnesota. <br /> <br />-2- <br />