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arise on account of the willful misconduct or grossly negligent acts or omissions, of the
<br />Indemnitor in the performance or non-performance of its obligations or exercise of its rights
<br />under this Agreement, including any material violation by Indemnitor of any regulation, rule,
<br />statute or court order of any governmental authority applicable thereto; (b) under the Workers'
<br />Compensation laws asserted by any employee of the Indemnitor or any of its agents, contractors,
<br />customers or any other Person providing goods or services for or on behalf of any of the
<br />foregoing in connection with this Agreement; (c) because of the violation of any Permits by the
<br />Indemnitor; or (d) arising out of, caused by, related to or based upon a contractual or other
<br />relationship between such claiming party and the Indemnitor, as it relates to the County Dark
<br />Fibers, the County Equipment, the Underlying Rights, the Permits or this Agreement.
<br />Additionally, County, as Indemnitor, hereby agrees to indemnify, defend, protect and hold
<br />harmless the ZAYO Indemnified Persons from and against any Claims arising out of or resulting
<br />from (i) County's use or operation of the County Dark Fibers, or the use, operation, installation,
<br />repair, maintenance or replacement of the County Equipment, (ii) the conduct of County's
<br />business, including without limit, the provision of any services or the content of any video, voice
<br />or data carried through the County Dark Fibers, including any claim for interruption of service or
<br />in respect of service quality, (iii) County's customers or (iv) violation by County of any
<br />Underlying Rights. An Indemnitor's indemnification obligations hereunder shall not be
<br />applicable to any Claims to the extent caused by the negligence, intentional acts or omissions or
<br />willful misconduct of the Indemnified Persons.
<br />13.2 Indemnification Notice. Any Indemnified Persons seeking indemnification
<br />hereunder shall promptly notify County or ZAYO, as appropriate, of the nature and amount of
<br />such Claim and the method and means proposed by the Indemnified Persons for defending or
<br />satisfying such Claim. Failure of the Indemnified Persons to timely give such notice to
<br />Indemnitor shall relieve the Indemnitor of its indemnity obligations hereunder only to the extent
<br />it is prejudiced or damaged by such failure. The Parties shall consult and cooperate with each
<br />other,at their individual cost and expense, respecting the defense and settlement of such Claim;
<br />however, Indemnitor shall have sole control, including the selection of, and direction to, legal
<br />. counsel for any action or litigation of the Claims and all negotiations for the settlement or
<br />compromise of the Claims, except that Indemnitor may not make any non -monetary settlement
<br />or compromise without the Indemnified Persons' consent, which consent shall not be
<br />unreasonably withheld. Nothing herein shall be deemed to prevent the Indemnified Persons from
<br />participating in the defense and/or settlement of any Claim by Indemnified Persons' own counsel
<br />at the Indemnified Persons' own expense. No Indemnified Persons shall take any action to
<br />settle, to compromise or otherwise make any payment, admission or statement to or for the
<br />benefit of any third party claimant without Indemnitor's written consent.
<br />13.3 Indemnification Rights Against Third Parties. Nothing contained herein shall
<br />operate as a limitation on the right of either Party hereto to bring an action for damages against
<br />any third Person, including indirect, special or consequential damages, based on any acts or
<br />omissions of such third Person as such acts or omissions may affect the construction, operation
<br />or use of the County Dark Fibers or the ZAYO System, except as may be limited by Underlying
<br />Rights or Permits; provided, however, that each Party hereto shall assign such rights or claims,
<br />execute such documents and do whatever else may be reasonably necessary to enable the other
<br />Party to pursue any such action against such third Person.
<br />13.4 County's Release of Grantor. Notwithstanding the foregoing provisions of this
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<br />Anoka County Master Fiber IRU 8.14.10
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