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after the Decommissioning Date, (e)the ownership or operation of the Licensed Frequencies
<br /> prior to the Decommissioning Date, and (f) any matter related to any aspect of the design,
<br /> construction, installation, operation, or maintenance of any Replacement System. Subject to the
<br /> limitations set forth in Section 13 of this Agreement, such Liabilities shall include,but not be
<br /> limited to,those which are attributable to personal injury, sickness, disease or death; and/or from
<br /> injury to or destruction of real or personal property including loss of use thereof, theft,misuse or
<br /> misappropriation.
<br /> 11. Indemnification by AT&T MOBILITY. AT&T MOBILITY agrees to indemnify, defend and
<br /> save harmless Incumbent, its owners, officers, directors, stockholders, agents, representatives,
<br /> designees, affiliates, employees and their respective successors or assigns (the"Incumbent
<br /> Indemnitees"), from and against, and shall reimburse the Incumbent Indemnitees on written
<br /> demand for, any and all Liabilities that such Incumbent Indemnitees may suffer, sustain,incur,
<br /> pay or expend by reason of or as a result of any and all claims, losses, penalties, forfeitures,
<br /> damages,judgments,causes of action, suits and liabilities arising out of or related to (a)the
<br /> breach by AT&T MOBILITY of any of the terms and conditions of this Agreement, (b) each and
<br /> every breach or default of, or inaccuracy or omission in any representations, warranties or
<br /> covenants of AT&T MOBILITY contained herein, (c) the ownership or operation of the Licensed
<br /> Frequencies following the Decommissioning Date, and (d) any negligent or willful act or failure
<br /> to act by AT&T MOBILITY, its members, owners, officers, directors, and stockholders, and its
<br /> and their agents, representatives, designees or affiliates in the performance of its obligations
<br /> under this Agreement. Subject to the limitations set forth in Section 13 of this Agreement, such
<br /> Liabilities shall include,but not be limited to, those which are attributable to personal injury,
<br /> sickness, disease or death; and/or from injury to or destruction of real or personal property
<br /> including loss of use thereof, theft, misuse or misappropriation.
<br /> 12. Claims for Indemnification. Where indemnification is sought by a Party (the "Claiming Party"),
<br /> (a) it shall notify the other Party (the "Indemnifying Party")promptly of any claim or litigation or
<br /> threatened claim to which the indemnification relates; (b) upon the Indemnifying Party's written
<br /> acknowledgment of its obligation to indemnify in such instance, in form and substance
<br /> satisfactory to the Claiming Party, the Claiming Party shall afford the Indemnifying Party an
<br /> opportunity to participate in and, at the option and expense of the Indemnifying Party, control,
<br /> compromise, settle, defend or otherwise resolve the claim or litigation (and the Claiming Party
<br /> shall not effect any such compromise or settlement without prior consent of the Indemnifying
<br /> Party); and (c)the Claiming Party shall reasonably cooperate with the Indemnifying Party at no
<br /> cost to itself in any compromise, settlement, defense or resolution of such claim or litigation. In
<br /> the event that the Indemnifying Party does not so acknowledge its indemnification responsibility,
<br /> the Claiming Party may proceed directly to compromise, settle, defend or resolve such claim, and
<br /> at any time may enforce its indemnification rights.
<br /> 13. Limitation of Liability. EXCEPT FOR BOTH PARTIES' OBLIGATIONS OF
<br /> INDEMNIFICATION (IN SECTIONS 10 AND 11 ABOVE),AND CONFIDENITIALIY
<br /> (IN SECTION 18 BELOW),BOTH PARTIES AGREE THAT NEITHER PARTY, ITS
<br /> MEMBERS, OWNERS, OFFICERS,DIRECTORS, STOCKHOLDERS, NOR ITS OR
<br /> THEIR AGENTS, REPRESENTATIVES, DESIGNEES,AFFILIATES AND
<br /> EMPLOYEES AND ITS OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS
<br /> SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
<br /> EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR
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