By PBI. 8.2.1. PBI has all necessary corporate power to authorize the execution and consummation of this Agreement, and its execution and consummation will not contravene, result in the breach of, or constitute a default under any order, judgment, decree or award of any court or other governmental body, or any agreement or instrument by which it is bound.
By PBI. <redacted — Confidential Portions Omitted and Filed Separately with the Commission>
By PBI. PBI recognizes that CBI has entered into this Agreement relying on the fact that PBI has full responsibility for the sale of the Approved Products for distribution to Customers, including, but not limited to, paying all operating expenses, and that other than the payment of Royalty Fees, any profit or loss from sales of the Approved Products will belong to PBI and not CBI. PBI therefore agrees to hold harmless, indemnify and defend (with legal counsel reasonably satisfactory to CBI and any person or entity claiming through CBI) CBI, its Affiliates and their respective shareholders, directors, officers, employees, agents, franchisees, successors and assigns (the “CBI Indemnified Parties”) against, and to reimburse the CBI Indemnified Parties for, any and all Claims, either directly or indirectly incurred by or against the CBI Indemnified Parties arising from or out of (i) any breach by PBI of the agreements, covenants, representations, or warranties contained in this Agreement, (ii) any damages or injury to any person or property arising out of PBI’s negligent or wrongful acts or omissions, (iii) the manufacturing, packaging, distribution, storage, sale, advertising or promotion of the Approved Products, or (iv) the unauthorized use or misuse of the Trademarks. PBI shall defend and indemnify CBI from and against all of the above Claims, unless and to the extent such Claims were caused by the acts, omissions or contributory negligence of CBI.
