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i <br /> i <br /> 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 /> 2 <br />