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ARTICLE XIV
<br />INDEMNIFICATION AND INSURANCE
<br />Section 14.01. Indemnification by MiLB. To the fullest extent permitted by law, MiLB
<br />shall indemnify, protect, and hold the County and its officers, agents, and employees acting on
<br />behalf of the County, and its respective successors and assigns (collectively, the "Indemnified
<br />County Parties") harmless from and defend the Indemnified County Parties against any and all
<br />"liabilities" (as hereinafter defined) for any "bodily injury" (as hereinafter defined) or "property
<br />damage" (as hereinafter defined) whatsoever arising out of or resulting from any Default by
<br />MiLB and/or occurring in, on, or about the Facility to the extent such injury or damage is caused
<br />by MiLB, or MiLB's agents, contractors or employees, but not to the extent caused by the
<br />negligence or willful misconduct of the Indemnified County Parties. In the case of any action or
<br />proceeding being brought against the Indemnified County Parties by reason of any such claim,
<br />MiLB, upon notice from the Indemnified County Parties, shall defend the same at MiLB's
<br />expense by counsel reasonably satisfactory to the County.
<br />Section 14.02. Indemnification by the County. To the fullest extent permitted by law
<br />without waiving any sovereign immunity, the County shall indemnify, protect, and hold MiLB
<br />and their officers, agents, and employees acting on behalf of MiLB, and each of their respective
<br />successors and assigns (collectively, the "Indemnified MiLB Parties") harmless from and defend
<br />the Indemnified MiLB Parties against any and all "liabilities" (as hereinafter defined) for any
<br />"bodily injury" (as hereinafter defined) or "property damage" (as hereinafter defined) whatsoever
<br />arising out of or resulting from any Default by the County and/or occurring in, on, or about the
<br />Facility to the extent such injury or damage is caused by the County, or the County's agents,
<br />contractors or employees, but not to the extent caused by the negligence or willful misconduct of
<br />the Indemnified MiLB Parties. In the case of any action or proceeding being brought against the
<br />Indemnified MiLB Parties by reason of any such claim, the County, upon notice from the
<br />Indemnified MiLB Parties, shall defend the same at the County's expense by counsel reasonably
<br />satisfactory to MiLB.
<br />Section 14.03. Definitions. As used in this Agreement, "liabilities" shall mean all
<br />liabilities, claims, damages (excluding consequential damages), losses, penalties, litigation,
<br />demands, causes of action (whether in tort or contract, in law or equity or otherwise), suits,
<br />proceedings, judgments, disbursements, charges, assessments, and expenses (including
<br />reasonable attorneys' and experts' fees and expenses incurred in investigating, defending, or
<br />prosecuting any litigation, claim or proceeding whether out of court, at trial or in any appellate or
<br />administrative proceeding). "Bodily injury" means bodily injury, sickness or disease sustained by
<br />a person, including death resulting from any of the foregoing. "Property damage" shall mean
<br />physical injury to tangible property, including all resulting loss of use of that property, or loss of
<br />use of tangible property that is not physically injured.
<br />Section 14.04. Independent Provisions. The provisions of Sections 14.01 through 14.03
<br />are independent of, and will not be limited by, any insurance obligations in this Agreement, and
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