BY AEC. 10.1.1 AEC warrants and represents for the benefit of Company as follows: (i) the services to be performed by AEC hereunder will be rendered in accordance with all requirements identified in this Agreement, (ii) AEC has all rights, licenses and authorizations required to enter into and perform this Agreement, and the performance of AEC's obligations pursuant to this Agreement will not violate any United States federal, state or municipal laws, rules, regulations or ordinances or the provisions of any agreement to which AEC is a party or by which AEC is bound; (iii) no Developed Technology or the exploitation or use thereof shall violate or infringe upon any common law or statutory rights of any party, including contractual rights, copyrights, and rights of privacy or publicity or shall defame any person or entity; and (iv) any invoices, reports and documentation to be delivered to Company hereunder will be complete and accurate to the best of AEC's knowledge.
BY AEC. AEC shall indemnify, hold harmless and defend Company and all of Company's members, employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortuous act, willful misconduct or willful omission by AEC; provided, however, that AEC shall not be liable for any errors, omissions or inaccuracies in the Databases, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the Databases or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Claims arising from modifications by Company of the Databases or as a result of a failure by Company to implement any enhancements, improvements, or updates to the Databases as supplied by AEC, shall be deemed excluded from the indemnity under this paragraph 11.1.
BY AEC. AEC shall indemnify, hold harmless and defend COMPANY and all of COMPANY's employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to(i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortuous act, willful misconduct or willful omission by AEC; provided, however, the foregoing indemnity obligation shall be binding if, and only to the extent that, the Claim at issue does not arise out of or relate to a matter in respect of which AEC is entitled to indemnification under Section 6.2 below and provided, further that AEC shall not be liable for any errors, omissions or inaccuracies in the DATABASES, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the DATABASES or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Any COMPANY modification of the DATABASES or any failure by COMPANY to implement any enhancements, improvements, or updates to the DATABASES as supplied by AEC shall void the indemnity under Section 6.1 of this Agreement.
BY AEC. AEC shall indemnify, hold harmless and defend B&N and all of B&N's employees, officers, directors and agents from and against any and all subpoenas served, and/or claims threatened, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representative or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortious act, willful misconduct or willful omission by AEC; provided, however, the foregoing indemnity obligation shall be binding if, and only to the extent that, the Claim at issue does not arise out of or relate to: (a) a matter in respect of which AEC is entitled to indemnification under Section 16(b) below, or (b) the Product Availability File.
