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receipt of a claim or action pursuant to this section. The obligation to indemnify, defend, save and hold the Village harmless shall include, but not be limited to, the obligation to pay judgments, injuries, liabilities, damages, and penalties. If the Village determines that it is necessary for it to employ separate counsel, in addition to that provided by Charter, the cost for such separate counsel shall be the responsibility of the Village. Charter shall not indemnify the Village for any claims, damages or liability to the extent resulting from acts of willful misconduct or negligence on the part of the Village or its officials, officers, agents and employees. (b) In order for the Village to assert its right to be indemnified and held harmless pursuant to subsection (a) above, the Village must (1) timely notify Charter of any claim or legal proceeding which gives rise to such right as specified in subsection (a) above; (2) afford Charter the opportunity to participate in and fully control any compromise, settlement, resolution or disposition of such claim or proceeding; and (3) fully cooperate in the defense of such claim and make available to Charter all such information under its control relating thereto. SECTION 9 MISCELLANEOUS 9.1 FORCE MAJEURE If for any reason of Force Majeure, Charter is unable in whole or in part to carry out its obligations hereunder, Charter shall not be deemed in violation of this Agreement during the continuance of such inability. Charter shall inform the Village within thirty (30) days after receipt of a request from the Village as to whether Charter has determined that a condition of Force Majeure exists. 9.2 REMOVAL OF SYSTEM (a) Upon lawful termination or revocation of this Agreement, Charter shall remove its supporting structures, poles, transmissions and distribution systems and other appurtenances from the Public Rights-of-Way in, over, under, or along which they are installed and shall restore the areas to their original condition. If such removal is not completed within six (6) months of such lawful denial of renewal or revocation, the Village or property owner may deem any property not removed as having been abandoned and the Village may remove it at Charter’s cost. (b) During the term of the Agreement, if Charter decides to abandon or no longer use all or part of its Cable System, it shall give the Village written notice of its intent at least ninety (90) days prior to the announcement of such decision, which notice shall describe the property and its location. Upon abandonment of the Cable System by Charter, the Village shall have the right to require i) Charter to remove the property, ii) leave the property in place, iii) remove the property itself and charge Charter with the costs related thereto, or iv) transfer ownership of the property to the Village’s designee, provided fair market value is paid to Charter. (c) Notwithstanding the above, Charter shall not be required to remove its Cable System, or to relocate the Cable System, or to sell the Cable System, or any portion thereof as a result of revocation, denial of renewal, or any other lawful action to forbid or disallow Charter from 18