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liability of Verotown shall be reduced proportionately to the extent of any contributory fault
<br />chargeable to the County or a third party. Verotown shall not have the right to admit fault on
<br />behalf of the Indemnified County Parties in connection with any such contributory claim without
<br />the County's consent, which shall not be unreasonably withheld, unreasonably conditioned or
<br />unreasonably delayed.
<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
<br />Verotown, and all other MLB Entities and their owners, and their officers, directors, members,
<br />agents, and employees acting on behalf of Verotown, and each of their respective successors and
<br />assigns (collectively, the "Indemnified Verotown Parties") harmless from and defend the
<br />Indemnified Verotown Parties against any and all "liabilities" (as hereinafter defined) for any
<br />"bodily injury" (as hereinafter defined) or "property damage" (as hereinafter defined),
<br />whatsoever arising out of or resulting from any Default by the County and/or occurring in, on, or
<br />about the Facility to the extent such injury or damage is caused by the negligent or intentionally
<br />wrongful actions or omissions of the County, or the County's agents, contractors or employees.
<br />In the case of any action or proceeding being brought against the Indemnified Verotown Parties
<br />by reason of any such claim, Verotown shall have the right, at Verotown's election, to either: (i)
<br />cause the County to defend such claim at the County's sole cost and expense with counsel
<br />reasonably satisfactory to Verotown or (ii) defend the same at the County's sole but reasonable
<br />cost and expense by counsel satisfactory to Verotown; provided, however, the County shall only
<br />be required to reimburse Major League Baseball Clubs for attorneys' fees attributable to no more
<br />than two (2) law firms or other legal counsel and the County shall only be required to reimburse
<br />the BOC, Major League Baseball Properties, Inc., The MLB Network, LLC, MLB Advanced
<br />Media, L.P. and/or Tickets.com, LLC for attorney's fees for a single, joint defense. In any claim
<br />under this Section 14.02, the County shall be obligated to cooperate with Verotown and
<br />Verotown's counsel.
<br />The County shall not be liable to Verotown for any portions of losses that are caused by
<br />the negligent or willful misconduct of the Indemnified Verotown Parties or third parties and any
<br />liability of the County shall be reduced proportionately to the extent of any contributory fault
<br />chargeable to Verotown or a third party. The parties acknowledge that the County is a
<br />governmental entity and political subdivision of the State of Florida entitled to all privileges and
<br />immunities accorded to the state, including sovereign immunity, and in accordance with this
<br />acknowledgment, the parties hereby agree that the County does not waive its sovereign immunity
<br />and nothing in this Agreement shall expose the County to any liability in excess of the statutory
<br />limits provided in Section 768.28, Florida Statutes, as it may be amended. The County shall not
<br />have the right to admit fault on behalf of the Indemnified Verotown Parties in connection with
<br />any such contributory claim without Verotown's consent, which shall not be unreasonably
<br />withheld, unreasonably conditioned or unreasonably delayed.
<br />Section 14.03. Definitions. As used in this Agreement, "liabilities" means all liabilities,
<br />claims, damages (excluding consequential damages), losses, penalties, litigation, demands,
<br />causes of action (whether in tort or contract, in law or equity or otherwise), suits, proceedings,
<br />judgments, disbursements, charges, assessments, and expenses (including reasonable attorneys'
<br />and experts' fees and expenses incurred in investigating, defending, or prosecuting any litigation,
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