Agenda Packets - 1986/05/19 - Laserfiche WebLink

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with representatives of North Central indicating that such separation and independent consideration cf the Transfer Transaction and any Subsequent Transactions asy not be recognized by or considered binding upon North Central in the event that a Subsequent Transaction is not approved by the Commission or the Cities; and Whereas, the Commission is willing tc approve the Transfer Transaction only upon the condition (in addition to any other conditions set forth in the Commission's and Cities' approval resolutions) that Group W and Westinghouse indemnify the Commission and the Cities as set forth herein. Therefore, Group W and Westinghouse horeby agree to indemnify and hold harmless the Commission, each of the Cities, and the Directors, Council Members, officers, employees, and agents thereof, from any and all claims, damages, liability, costs and expenses, including legal fees, arising or resulting from any judicial or administrative action or other legal or governmental proceeding brought by any Buyer, an assignee of any Buyer's interests with respect to Group W, North Central or any other proposed transferee or purchaser of the System and the Franchises pursuant to a Subsequent Transaction, if and to the extent such claim, damage, liability or cost or expense relates to or is based in whole or in part upon allegations or arguments to the effect that by apvLvvifig the Transfer Transaction the Commission or the Cities have approved or consented to any Subsequent Transaction, or are bound by such approval in evaluating any Subsequent Transaction or are estopped from independently considering any aspect or evaluation criteria related to any Subsequent Transaction, or that any party to a Subsequent Transaction has acquired any beneficial or equitable interest in Group W Cable of the North Suburbs, Inc., the Franchises or the System or has acted detrimentally in reliance upon the approval of the Transfer Transaction. The Commission shall give or rause to be given, notice to Group W and Westinghouse cf any legal or governmental action or proceeding involving matters subject to the above described indemnity arrangements, shall permit Group W or Westinghouse to assume the defense thereof, and shall obtain the consent of Group W and Westinghouse regarding any settlement of such action or proceeding not involving a final determination of such matters on their merits. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. -2-