Common use of By Seller Clause in Contracts

By Seller. Seller agrees to indemnify, defend and save Xxxxx from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officers, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund refunds to Buyer the purchase price for the Productamortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Xxxxx, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Xxxxxx’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s 's fees) (“Claims”"Indemnified Items") for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s 's premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third-party claim covered by Xxxxxx's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s 's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all Claims damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Purchaser, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at BuyerPurchaser’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Purchaser, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's Purchaser’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller’s prior written approval. Buyer Purchaser shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provide Seller prompt written notice of any Claims and third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Purchaser agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer Purchaser the right, at no additional expense to BuyerPurchaser, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does docs not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Purchaser the purchase price for the Productamortized amounts paid by Purchaser with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ’S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Subject to Section 10.2(c), Seller agrees shall defend, indemnify and hold harmless Buyer and its Representatives (the “Buyer Indemnified Parties”) from, against and in respect of any loss, cost, charge, expense, Liability, claim, demand, action, suit, proceeding, payment, judgment, settlement, assessment, deficiency, tax, interest, penalty or damages (including reasonable fees and disbursements of counsel and accountants and other reasonable costs and expenses incident to any actual or threatened claim, suit, action or proceeding (each, an “Action”)) (collectively, the “Damages”), imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Parties, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or arising out of (i) any breach or inaccuracy of Seller’s representations and warranties under this Agreement or in any Related Agreements, excluding any Fraudulent Breach which shall be governed by Section 10.2(a)(iii), (ii) any breach of any covenant or agreement of Seller contained in this Agreement or in any Related Agreement that is to be performed prior to the Closing, and/or (iii) any Fraudulent Breach. In addition, Seller shall defend, indemnify, defend and save Xxxxx hold harmless the Buyer Indemnified Parties, without limitation as to amount, duration or any other potential limitation, from and against any and all damagesDamages imposed on, liabilitiessustained, actionsincurred or suffered by any of the Buyer Indemnified Parties, causes whether in respect of action, suits, third-party claims, demandsclaims between the parties hereto, lossesor otherwise, costs directly or indirectly relating to or arising out of (x) any breach of any covenant or agreement of Seller contained in this Agreement or any Related Agreement that is to be performed as of (e.g., conveyance and expenses (including without limitation reasonable attorney’s feesdelivery of the Assets at the Closing pursuant hereto) (“Claims”) for (i) personal injury or death or damage to real property to after the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises Closing and (iiy) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims (1) Excluded Assets and Excluded Liabilities and (2) Taxes (or the non-payment thereof) of the Seller for all taxable periods ending on or before the Closing Date, Taxes that are the responsibility of the Seller pursuant to the extent arising from or in connection with Section 3.2, and any and all Taxes of any Person (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller) imposed on Seller as a transferee or successor, by contract or pursuant to any Legal Requirement, which Taxes relate to an event or transaction occurring before the Closing.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Xxxxx, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the gross negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Xxxxxx’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. From and after the Closing, Seller agrees to indemnifyindemnify and hold harmless Buyer, defend its Affiliates and save Xxxxx their respective officers, directors, employees, independent contractors, stockholders, principals, partners, agents or representatives (collectively, "Buyer Indemnified Parties") from and against any loss, liability or damage, including reasonable attorneys' fees and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, other costs and expenses (including without limitation reasonable attorney’s feescollectively, "Damages"), incurred or sustained by any Buyer Indemnified Party as a result of (a) the breach by Seller of any provision of this Agreement (“Claims”other than the representations that, pursuant to Section 13.7, do not survive the Closing), and (b) for the failure of Seller, the Subsidiary or any of their respective Affiliates to pay or otherwise discharge the Excluded Liabilities, provided that there shall not be any duplicative payments or indemnities by Seller. Notwithstanding anything to the contrary herein, the rights of Buyer to indemnification under this Section 11 shall be limited as follows: (i) personal injury the amount of any Damages incurred or death or damage to real property to the extent caused sustained by Buyer shall be reduced by the negligence net amount actually recovered by Buyer or willful misconduct any of Sellerits Affiliates from any insurer or other party liable for such Damages (or if such amounts are not actually recovered because of Buyer's failure to pursue such insurance or indemnification proceeds, its employeesthen the amount recoverable), agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes the amount of any valid United States patent, copyright Damages incurred or trade secret. Notwithstanding sustained by Buyer shall be reduced to the foregoing, Seller extent such Damages shall have no liability the extent been caused or contributed to by any such Claims are caused by either (i) the negligence action or willful misconduct omission of Buyer or third partyany of its Affiliates or their respective employees other than employees of Buyer who were employees of Seller at the time of such action or omission. Indemnity payments hereunder shall be made on an after-tax basis, (ii) use of a Product in combination with equipment or software not supplied by Seller where such that the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use amount of the Product in an application indemnity payment, less the tax detriment from receipt of such indemnity payment, plus the tax benefits resulting from sustaining the indemnified loss, liability or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have damages is equal to the right to assume exclusive control amount of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Sellerindemnified Damages.

By Seller. Seller agrees to will indemnify, defend and save Xxxxx Buyer, its officers, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s attorneys’ fees) (“ClaimsIndemnified Items”) asserted by another party against Buyer for (i) personal bodily injury to or death of persons or damage to real tangible property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services Services at Buyer’s premises under this Agreement; and (ii) claims that a Product infringes any valid United States U.S. patent, copyright or trade secret. Notwithstanding the foregoing; provided, Seller shall have no however, Seller’s liability the extent under this Section does not extend to any such Claims are Indemnified Items caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product alone would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed designed, or (vi) service, installation or modification modifications of the Product by anyone other than Seller without Seller's prior written approval. Xxxxx will promptly notify Seller in writing of any Product except claim covered by SellerXxxxxx’s indemnification obligations hereunder. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to may assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.expense

By Seller. Seller agrees to indemnify, defend indemnify and save Xxxxx hold harmless the Buyer Indemnitees from and against against, and to reimburse the Buyer Indemnitees on demand with respect to, any and all damagesloss, liabilitiesdamage, actions, causes of action, suitsliability, claims, demandscost and expense, lossesincluding reasonable attorneys' and accountants' fees (collectively, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury or death or damage to real property to the extent caused "CLAIMS"), incurred by the negligence Buyer Indemnitees by reason of or willful misconduct arising out of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; any Excluded Asset, (ii) use the breach of a Product any representation or warranty contained in combination with equipment ARTICLE III hereof or software not supplied by Seller where in any certificate or other document delivered to Buyer pursuant to the Product itself would not be infringing; provisions of this Agreement, (iii) Seller's compliance with designsthe failure of the Seller to perform any act required under this Agreement or the Service Agreement, specifications or instructions supplied to Seller by Buyer; (iv) use a Claim by any third party with respect to any liability, obligation, Contract, other commitment or state of facts which constitutes a Product breach of any representation or warranty contained in an application ARTICLE III hereof or environment for which it was not designed; in any certificate or other document delivered by or on behalf of Shareholder or Seller to the Buyer pursuant to the provisions of this Agreement, (v) modifications any liability or obligation of Seller or any of its Affiliates which is not an Assumed Liability, including, without limitation, all those liabilities and obligations set forth in SECTIONS 2.3(a) through (g) hereof, or (vi) any breach by Seller of the agreements set forth on SCHEDULE 3.2, or the agreements set forth on SCHEDULE 5.5 the consents to which shall not be obtained by Seller on prior to the Closing Date, caused by Seller's execution of and delivery and performance under this Agreement or the Service Agreement . The Buyer agrees to give prompt notice to Seller of any Claim for which Buyer seeks indemnification hereunder, which notice shall include a Product by anyone other than reasonably detailed description of such Claim. If any Claim is brought against Buyer for which indemnification is sought from Seller.

By Seller. Seller agrees to indemnify, defend shall indemnify and save Xxxxx hold Blue Source harmless from any claims or demands and against any and all damages, liabilities, actions, causes of action, suits, claimsorders, demandsor any other form of legal proceeding brought by a third party against Blue Source, lossesincluding any government authority or regulator, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for relating to: (i) personal injury any reckless or death grossly negligent act or damage to real property to the extent caused omission and any materially untruthful or reckless representation made by the negligence or willful misconduct of Seller, its employees, agents or representatives Seller in connection with the performance Documentation, Registration, Verification, Validation or sale of services at Buyer’s premises and Emission Reduction Benefits subject to this Agreement: (ii) claims that the operation of the Project or operation of Seller’s business which is inconsistent with the Applicable Requirements or terms of the Conservation Easement; or (iii) a Product infringes any valid United States patent, copyright or trade secretbreach of Seller’s warranties set forth in Section 6 of this Agreement. Notwithstanding the foregoing, with respect to a breach of Section 6.i. of this Agreement, Blue Source shall be entitled to all ERBs arising from the Project or Net Proceeds arising from such ERBs equal to an amount which would have been created and to which the Blue Source would have been entitled had the Material Reduction not occurred. Such amount of ERBs or Net Proceeds shall be calculated by multiplying Blue Source’s Share of Net Proceeds by the Anticipated XXX Amount. Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims indemnify and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations Blue Source shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense entitled to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to ERBs generated by the extent Project or Net Proceeds arising from such ERBs until it has recovered any and all ERBs or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied Net Proceeds to Seller by Buyer; (iv) use of a Product in an application or environment for which it was would have been entitled had the Material Reduction not designed; occurred pursuant to this Section 11.b. of this Agreement. In the event that, as a result of the Material reduction, the Project fails to generate sufficient ERBs to cover the amount of ERBs or (v) modifications corresponding Net Proceeds to which Blue Source is entitled under this Section 11.b. of a Product by anyone other than Sellerthis Agreement, Seller shall indemnify Blue Source the Market Damages.

By Seller. Seller agrees to indemnify(the “Seller Indemnifying Party”) shall indemnify and hold harmless Purchaser, defend its respective Affiliates and save Xxxxx their respective members, managers, officers, directors, trustees, agents and employees (collectively, “Purchaser Indemnified Parties”), from and against any and all damages, liabilities, actions, causes of action, suits, claims, demandsloss, lossescost, costs liability, damage or expense (including, without limitation, reasonable and expenses (including without limitation reasonable documented attorney’s feesfees and expenses) (“ClaimsIndemnified Amounts”) that arise out of or relate to (A) any breach by Seller Indemnifying Party of its express representations, warranties, covenants or other responsibilities set forth in this Agreement or (B) any willful misconduct or gross negligence by Seller Indemnifying Party or any of its officers, directors, agents, employees, representatives or assignees with respect to the Purchased Receivables; provided that that the Seller shall not be liable pursuant to this indemnity for any Indemnified Amounts (A) arising due to the deterioration in the credit quality or market value of the Purchased Receivables to the extent that such credit quality or market value was not misrepresented in any material respect by the Seller or any of its Affiliates, (B) arising from the failure of any Account Obligor to pay amounts due and owing under any Receivables unless such failure resulted from the material breach of any covenant of or a misrepresentation by the Seller hereunder or from the Seller’s or its Affiliates’ fraud, gross negligence or willful misconduct, or (C) to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Indemnified Amount resulted from (i) personal injury or death or damage to real property to the extent caused by the fraud, gross negligence or willful misconduct of Seller, its employees, agents such Purchaser Indemnified Party or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification material breach of any Product except Loan Document by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than SellerPurchaser Indemnified Party.

By Seller. Subject to Sections 11.01 and 11.03, from and after the Closing, Seller agrees to shall indemnify, reimburse, defend and save Xxxxx hold harmless Buyer, its Affiliates and owners (other than any of its members and lenders in their capacities as such) and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against any and all losses, damages, liabilitiesfines, actionspenalties, causes of actionjudgments, suitslawsuits, deficiencies, claims, demandsexpenses, lossesand out-of-pocket costs, (including reasonable fees and disbursements of attorneys and other professionals, including third-party consultants and, to the extent allowable at Law, medical monitoring costs and expenses expenses) of every kind and nature (including without limitation reasonable attorney’s fees) (collectively, “ClaimsDamages”) for incurred in connection with, arising out of, resulting from or incident to (i) personal injury any breach of a representation or death warranty of Seller made in this Agreement or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third partyRelated Agreement, (ii) use any breach of a Product any covenant or agreement of Seller in combination with equipment this Agreement or software not supplied by Seller where the Product would not itself be infringingany Related Agreement, (iii) any Excluded Liabilities, and (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) the conduct of the Business and/or the use of the Product Purchased Assets prior to the Closing. For purposes of determining whether a representation or warranty of Seller has been breached, and the amount of any Damages attributable to any such breach, such determinations shall be made without giving any effect to any materiality qualifications in the representations and warranties including without limitation references to “Material Adverse Effect” or “in all material respects,” and all such materiality qualifications shall be disregarded. In other words, it is the specific and expressed intent of the parties that if a representation or warranty of Seller contained in this Agreement that is modified by Material Adverse Effect or words of similar effect would have been untrue or breached by or due to an application occurrence, event or environment circumstance if such representation or warranty were not so qualified, then because all such materiality qualifications are disregarded for which it was not designed purposes of indemnification, the representation or (vi) servicewarranty shall be deem to have been breached and Buyer shall be entitled to indemnification pursuant to this Section 11.02(a). For purposes of clarification, installation or the modification of any Product except Affiliates and owners contained in the parenthetical on the second and third line of this Section 11.02(a) is intended to provide that the indemnification hereunder are not intended to extend to claims by Seller. a member or lender of Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right for indirect damages resulting from Damages incurred by Buyer due to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance a misrepresentation or breach by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from that such member or lender is affected solely because of their investment in connection with or loan to the Buyer (i) such as diminished value of the negligence member’s investment in Buyer or willful misconduct a higher risk of Buyer; (ii) use collection of a Product in combination with equipment or software not supplied loan for the lender, respectively) because these items are the subject of indemnification of Buyer by Seller where hereunder; provided however, the Product itself would not members or lenders of Buyer shall be infringing; entitled to indemnification hereunder for Damages they directly incur due to a misrepresentation or breach by Seller (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of such as being named in a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than SellerThird Party Claim).

By Seller. Seller agrees to indemnify, defend and save Xxxxx from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability to the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.LIABILITY

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the gross negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States New Zealand patent, copyright or trade secret. Notwithstanding the foregoingsecret or other intellectual property right(s); provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) improper storage or handling of the Products or use by unqualified personnel, (iv) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringinginfringing any third party rights, (ivv) Seller’s compliance with Buyer's designs, specifications or instructions, (vvi) use of the Product in an application or environment for which it was not designed or (vivii) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense defence of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with event (ia) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.and

By Seller. Seller agrees promptly shall advise Purchaser orally and in writing of any written proposal with respect to indemnifyany "other bid" or which could lead to any "other bid" and, defend unless such "other bid" is a "Seller bid", the identity of the person making any such written proposal. Seller shall not be required to comply with requirements of the foregoing sentence in any instance to the extent that Seller's Board of Directors determines in good faith, based on the opinion of outside counsel, that such compliance would in such instance be inconsistent with their fiduciary duties; provided, however, that Seller -------- ------- shall promptly notify Purchaser of the fact of such determination (except to the extent the Board of Directors determines in good faith, based on the opinion of outside counsel, that such notice would in such instance be inconsistent with their fiduciary duties). Seller shall not disclose to any person in connection with a Seller bid, and save Xxxxx from shall keep confidential and against any cause its affiliates and each of their respective officers, directors, employees and advisers not to disclose and to keep confidential, all damagesinformation with respect to the Business, liabilitiesthe Acquired Assets and the Assumed Liabilities that Seller would be required to keep confidential after Closing pursuant to Section 5.04(b). As used in this Section 5.02, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury "other bid" shall mean any inquiry, proposal or death or damage to real property offer from any --------- person relating to the extent caused direct or indirect acquisition of the Business or all or any of the assets of the Business, other than (A) the transactions contemplated by this Agreement, (B) the negligence acquisition of finished products, surplus equipment and Inventory in the ordinary course of business other than any acquisition that would be inconsistent with Seller's obligations under this Agreement or willful misconduct any Ancillary Agreement and (C) the acquisition of Seller, its employees, agents or representatives any Excluded Asset described in connection with the performance of services at Buyer’s premises Section 1.02(b) and (ii) claims that a Product infringes "Seller Bid" shall mean any valid United States patent, copyright proposal or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent offer from any such Claims are caused by either ---------- person relating to (i) the negligence acquisition by any person of Seller by virtue of a merger or willful misconduct of Buyer or third partysimilar business combination transaction, (ii) use the acquisition by any person of a Product in combination with equipment capital stock of Seller or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) the acquisition by any person of all or substantially all of Seller's compliance assets (but not any assets of the Business or any asset that would be an Acquired Asset), provided that, in each case, such -------- acquisition in no event could interfere, directly or indirectly, with designs, specifications the ability of Purchaser and Seller to consummate the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements on the terms contemplated by this Agreement and the Ancillary Agreements or instructions supplied the ability of Seller to Seller by Buyer; (iv) use of a Product in an application perform its obligations under this Agreement or environment for which it was not designed; or (v) modifications of a Product by anyone other than Sellerany Ancillary Agreement.

By Seller. Seller agrees to will indemnify, defend and save Xxxxx Buyer, its officers, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s attorneys’ fees) (“ClaimsIndemnified Items”) asserted by another party against Buyer for (i) personal bodily injury to or death of persons or damage to real tangible property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services Services at Buyer’s premises under this Agreement; and (ii) claims that a Product infringes any valid United States U.S. patent, copyright or trade secret. Notwithstanding the foregoing; provided, Seller shall have no however, Seller’s liability the extent under this Section does not extend to any such Claims are Indemnified Items caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product alone would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed designed, or (vi) service, installation or modification modifications of the Product by anyone other than Seller without Seller's prior written approval. Buyer will promptly notify Seller in writing of any Product except claim covered by Seller’s indemnification obligations hereunder. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to may assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.expense

By Seller. Seller agrees to indemnify, defend and save Xxxxx hold harmless Buyer from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s ' s fees) (“Claims”") for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises ' s premises; and (ii) third party claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability to the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or any third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where w here the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's ' s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Selleranyone other than a Seller authorized party. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this SectionSection 14. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own ow n expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product, or (c) if neither of the preceding is reasonably practicable, refund refunds the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.;

By Seller. Seller agrees to shall indemnify, defend save and save Xxxxx hold harmless Buyer, its Affiliates, and their respective directors, officers, shareholders and employees (the "Buyer Indemnitees ") from and against any and all damagesnecessary and required costs, losses, Taxes, liabilities, actionsdamages, causes of actionlawsuits, suitsdeficiencies, claims, demands, losses, costs and expenses (including whether or not arising out of third party claims), including, without limitation limitation, reasonable attorney’s fees) attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing herein, (“Claims”) for collectively, "Damages"), incurred in connection with, arising out of, or resulting from (i) personal injury subject to Section 10.4(f)(i) and 10.4(f)(iv), any breach of any representation or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied warranty made by Seller where or Partnership in this Agreement or the Product would not itself failure of any representation or warranty made by Seller or Partnership in this Agreement to be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use true and correct in all material respects at and as of the Product in an application or environment Closing Date, except for which it was not designed or (vi) service, installation or modification of any Product except such changes as are contemplated by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of BuyerAgreement; (ii) use subject to Section 10.4(f)(i), any breach of a Product in combination with equipment any covenant or software not supplied agreement made by Seller where the Product itself would not be infringingor Partnership in this Agreement; (iii) Seller's compliance with designswaiver of any requirements of the Bulk Sales Act, specifications or instructions supplied to Seller by Buyeras provided in Section 10.5; (iv) use the existence of a Product in an application or environment Environmental Liabilities for which it was not designedFacilities Real Property including, without limitation, liabilities arising from Facilities Real Property repurchased by Seller pursuant to Section 6.4(b)(v); or (v) modifications third party claims against Buyer arising out of any violation of any applicable Environmental Law as a Product by anyone other than Sellerresult of occupancy of the premises at Ground Leases which Buyer elects to cause Seller to reassume in accordance with Section 6.4(b)(vi); (vi) for a period of twelve (12) months from the Closing Date, third party claims against Buyer arising out of any violations of any applicable Environmental Law as a result of occupancy of the premises at Ground Leases which Buyer does not elect to cause Seller to reassume in accordance with Section 6.4(b)(vi); and (vii) any third party claim arising out of Excluded Liabilities.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States Australian patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) improper storage or handling of the Products or use by unqualified personnel, (iv) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringinginfringing any third party rights, (ivv) Seller’s compliance with Buyer's designs, specifications or instructions, (vvi) use of the Product in an application or environment for which it was not designed or (vivii) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense defence of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-non- infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.or

By Seller. Seller agrees to indemnify, defend and save Xxxxx hold harmless Buyer from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises premises; and (ii) third party claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability to the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or any third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Selleranyone other than a Seller authorized party. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this SectionSection 14. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product, or (c) if neither of the preceding is reasonably practicable, refund refunds the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (viv) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) improper storage or handling of the Products or use by unqualified personnel, (iv) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringinginfringing any third party rights, (ivv) Seller’s compliance with Buyer's designs, specifications or instructions, (vvi) use of the Product in an application or environment for which it was not designed or (vivii) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.or

By Seller. Seller agrees to indemnify, defend and save Xxxxx Xxxxx, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the gross negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Xxxxxx’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-non- infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. From and after the Effective Time and subject to the --------- limitations set forth below, Seller agrees to shall indemnify, defend save and save Xxxxx hold harmless Buyer and its Affiliates, and their respective Representatives, from and against and in any respect of any and all damagesDamages caused by, liabilitiesarising out of, actionsasserted against, causes resulting from or incurred or suffered by Buyer or any of actionits Affiliates or Representatives in connection with, suitsdirectly or indirectly, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury any misrepresentation or death breach of any representation or damage warranty by Seller in or pursuant to real property this Agreement or any Ancillary Agreement to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that which Seller is a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use the non-fulfillment of a Product in combination with equipment any covenant or software not supplied agreement made by Seller where in or pursuant to this Agreement or any Ancillary Agreement to which Seller is a party, (iii) the Product would not itself be infringingExcluded Liabilities, (iv) Seller’s compliance with Buyer's designs, specifications or instructionsthe Excluded Assets, (v) use any allegation or claim relating to the use, sale, licensing or development of the Product Intellectual Property or Finished Goods (except for any such allegation or claim resulting from any changes, modifications and/or improvements thereto made other than by or for Seller), whether such allegation or claim relates to a Finished Good or [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED TO THE OMITTED PORTIONS. Intellectual Property on a stand-alone basis or in combination with other components or intellectual property, including, but not limited to, claims of breach or threat of breach of a third party's trade secrets or violation of a third party's copyrights, or claims based on a failure by Seller to disclose an application intellectual property risk or environment for which it was not designed or other exception to Seller's representations and warranties known to Seller, (vi) serviceclaims of fraud, installation or modification of (vii) any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control liability arising out of the defense pending or threatened claims set forth in Section 4.5 of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than SellerDisclosure Schedule.

By Seller. For the purpose of inducing Buyer to enter into this Agreement, Seller agrees hereby makes the following representations and warranties to indemnify, defend and save Xxxxx from and against any Buyer (each and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs which are true and expenses (including without limitation reasonable attorney’s feescorrect as of the Effective Date and shall continue to be true and correct at all times during the term of this Agreement) (“Claims”A) for that: (i) personal injury Seller is the sole owner of the exclusive manufacturing, sales, marketing and distributing rights of the Product, free from any lien, claim or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises encumbrance within North America; and (ii) claims that a the Trade Secrets, the Product infringes Technology, Product use or any valid United States patent, copyright other rights do not unlawfully infringe on the intellectual property rights of any Person or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either entity; and (iiii) the negligence execution, delivery and performance of this Agreement does not and will not breach any law or willful misconduct of Buyer regulation, any judgment or third partyorder, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, any agreement or arrangement binding on or applicable to Seller; and (iv) Seller’s compliance the execution of this Agreement does not conflict with Buyer's designs, specifications and will not result in a default under or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense breach of: (a) procures for Buyer the rightSeller Articles of Incorporation, at no additional expense to Buyer, to continue using the Productby-laws or other organizational documents; (b) replaces any agreement, indenture, mortgage, contract or modifies instrument to which Seller is bound by or to which its assets are subject; (c) any order, writ, injunction, decree or judgment of any Court or governmental agency to which Seller or any of its assets are bound; or (d) any law or regulation applicable to the Product, the operations of Seller or by which any of Sellers assets are bound; and (v) the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect contain any carcinogens, heavy metals, aldehydes or solvents and will meet all state and federal laws relating to VOC emissions; and (vi) based upon collected field data, live testing and third party controlled test data, all of which has been supplied to the specifications Buyer, and Buyers own testing of Product, Seller reasonably believes the Product to be effective by providing improved fire resistance to wood based materials when properly treated with the Product, in accordance with published data by Seller; and (vii) each shipment of the Product or to Buyer will conform to the current specifications for the Product on the date of this Agreement; and (cviii) if neither Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend State of Nevada and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than SellerDelaware.

By Seller. Seller agrees to indemnify, defend and save Xxxxx from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's ’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely ad- versely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ’S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's ’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller Xxxxxx agrees to indemnify, defend and save Xxxxx Xxxxx, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s 's fees) (“Claims”"Indemnified Items") for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s 's premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Xxxxxx's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s 's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all Claims damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.

By Seller. Seller Xxxxxx agrees to indemnify, defend and save Xxxxx Xxxxx, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Xxxxxx’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s attorney‟s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s Buyer‟s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller‟s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s Seller‟s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller Buyer and Globalstar, their respective affiliates, successors and assigns and their respective officers, directors, employees, agents, owners and managers (collectively, “Buyer Indemnified Parties”), from and against all claims, losses, liabilities, damages, costs and expenses (including interest, penalties, costs of investigation and reasonable attorneys’ fees (but excluding indirect, consequential, incidental, special, exemplary or punitive damages, any and all Claims claims for lost profits or revenues, or any allocation of internal costs of an indemnified party; in each case to the extent not proximately caused by or directly arising from out of actions of Seller and not owed by a Buyer Indemnified Party to a third party pursuant to a third party claim covered by Section 13(c))) (collectively, “Damages”) based upon, arising out of or otherwise in connection with respect of: (i) any breach by Seller of any of the negligence representations or willful misconduct of Buyerwarranties made by Seller in this Agreement or in any certificate or instrument required to be delivered pursuant to this Agreement; (ii) use of a Product in combination with equipment or software not supplied any breach by Seller where of any of the Product itself would not be infringingcovenants or agreements made by Seller in this Agreement; (iii) the matter described in item 2 of Section 6(p) of the Seller Disclosure Schedule (provided that the defense of such matter on behalf of Seller's compliance with designs, specifications or instructions supplied Buyer and Globalstar (as applicable) shall continue to be handled and directed by Seller by Buyerin the same manner currently being defended and directed on behalf of such parties prior to the Closing); (iv) use any warranty obligations for the matter described in item 2 of a Product Section 6(v) of the Seller Disclosure Schedule (the “Axscend Matter”); provided, however, that Seller shall have no obligation to indemnify the Buyer Indemnified Parties pursuant to this Section 13(a)(iv) until the aggregate of all Damages for warranty obligations associated with the Axscend Matter exceeds $20,000 (the “Axscend Indemnity Basket”), and, in an application or environment such event, Seller shall be required to pay only the amount of such Damages for which it was not designedwarranty obligations associated with the Axscend Matter that exceeds the Axscend Indemnity Basket; or and provided further, that the Buyer Indemnified Parties shall first be limited to the recovery for such Damages from the Ascend Cash Escrow Portion (as defined in Section 13(f)(ii)); and (v) modifications the Excluded Liabilities, but not including the Assumed Liabilities or arising out of a Product or otherwise in respect of any breach of representation or warranty which was waived by anyone other than Sellerthe Buyer Indemnified Parties for purposes of completing the consummation of the Closing in accordance with the rights granted to such parties in Section 9.

By Seller. Subject to the limitation of liability specified in Section 10, Seller agrees to indemnify, defend and save Xxxxx Buyer, its officers, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s 's fees) (“Claims”"Indemnified Items") for (ia) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s 's premises under this Agreement and (iib) claims that a Product manufactured by Seller infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified claims are caused caused, in whole or in part, by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents, representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third-party claim covered by Seller's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s 's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.or

By Seller. Seller agrees to indemnify, defend and save Xxxxx Xxxxx, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s attorney‟s fees) (“ClaimsIndemnified Items”) for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s Buyer‟s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Xxxxxx‟s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s Seller‟s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx hold harmless Buyer from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s 's fees) (“"Claims”") for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises 's premises; and (ii) third party claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability to the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or any third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s 's compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Selleranyone other than a Seller authorized party. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this SectionSection 14. Notwithstanding the above, Seller’s 's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product, or (c) if neither of the preceding is reasonably practicable, refund refunds the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (viv) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees to indemnify, defend and save Xxxxx Buyer, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s 's fees) (“Claims”"Indemnified Items") for (i) personal injury to or death of persons or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer’s 's premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing; provided, however, Seller shall have no liability under this Section to the extent any such Claims Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iiiii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification modifications of any the Product except by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any Claims and third party claim covered by Seller's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx Buyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s 's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product Product; or (c) if neither of in the preceding is reasonably practicableevent (a) and (b) are not practical, refund to Buyer the purchase price for the Productamortized amounts paid by Buyer with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller.

By Seller. Seller agrees represents, warrants and covenants to indemnifyand with Buyer, defend and save Xxxxx from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for that (i) personal injury except for the assignment of the New Loan or death or damage the assumption of the Existing Loan, Seller has the right, power, legal capacity and authority to real property execute, deliver and perform this Agreement and any consent required as a condition to Seller's authority to execute, deliver and perform this Agreement will be obtained prior to the extent caused by Close of Escrow, (ii) the negligence individuals who have executed this Agreement on behalf of Seller have the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Seller; (iii) this Agreement constitutes the legal, valid and binding obligation of Seller; (iv) to Seller's knowledge, Seller has not received notice of any pending or willful misconduct threatened condemnation of all or of any portion of the Property, or notice of any violation of zoning restrictions in respect of the Property from the governmental authority or agency; (v) attached to EXHIBIT"H" is a list of all of the Service Contracts affecting the Property in effect on the date hereof (the "Service Contracts), and except as set forth on EXHIBIT"H" (i) to Seller's actual knowledge,the Service Contracts have not been further modified or amended and are in force and effect, or are terminable with thirty (30) days notice, (ii) Seller has, or will have, during the Approval Period delivered to Purchaser true and complete copies of the Service Contracts, and (iii) to the best actual knowledge of Seller, there are no defaults of Seller or any other party thereto which would materially adversely affect the operations of the Property or which would materially increase the cost of operating the Property; (vi) attached to as Exhibit "I" is a list of all licenses and permits from governmental authorities in the possession of Seller in connection with its employeesownership of the Property (collectively, agents the "Licenses and Permits") and Seller has, or representatives will have, during the Approval Period delivered to Purchaser true and complete copies of the Licenses and Permits; (vii) Seller has not received written notice of any litigation, governmental or administrative proceedings or arbitrations presently pending or threatened in writing with respect to any of the Property, except for actions which do not in any way affect the current use or operation of any of the Property; (viii) to Seller's actual knowledge, there are no unrecorded rights of first offer to purchase, rights of first refusal to purchase, purchase options or similar rights or contractually required consents to transfer pertaining to the Property which would be breached by this Agreement or the consummation of the transactions provided for herein; (ix) Seller is not a "foreign person" within the meaning of Paragraph 1445(f)(3) of the Internal Revenue Code; (x) Seller has not filed or been the subject of any filing of a petition under the Federal Bankruptcy Law or any insolvency laws, or any laws for composition of indebtedness or for the reorganization of debtors; (xi) to Seller's knowledge, the Seller has not received from any insurance company which carries insurance on the Property, or any Board of Fire Underwriters, any notice of any defect or inadequacy in connection with the performance Property or its operation which has not been cured; (xii) except as disclosed to Buyer in writing prior to the expiration of services the Approval Period, Seller has performed or will perform prior to the closing of the transactions contemplated by this Agreement of all of Seller's obligations under any leases of the Property that are or will be required to be performed prior to the Closing and no brokerage commissions or other compensation is or will be due or payable to any persons, firm, corporation or other entity with respect to or on account of any of the leases, or any renewal thereof that could be a lien against the Property or claim against Buyer and (xiii) except as disclosed to Buyer in writing, to Seller's best actual knowledge, without any duty to investigate, as of the Effective Date there are no hazardous materials in existence on or below the surface of the Property or in any building located upon the Property, including, without limitation, contamination of the soils subsoil or ground water, which constitutes a violation of any law, rule or regulation of any governmental entity having jurisdiction thereof. Seller hereby agrees, through and including the Closing and at Buyer’s premises Seller's sole cost and expense to (a) keep all existing insurance policies (including any renewals or equivalents) affecting the Property in full force and effect (except that Seller shall be credited at Close of Escrow with an amount equal to the amount expended by it during the Extension Period in good faith in arms-length transactions and pursuant to the exercise of its reasonable business judgment to repair the Property following a casualty to the extent each sums expended are for uninsured casualties, in reimbursable deductibles and in reimbursable capital expenses, casualties, unreimbursable deductibles and unreimbursable capital expenses. If any such costs or expenses are not emergency related and exceed Ten Thousand Dollars ($10,000.00), (i) Seller shall reasonably consult with Buyer regarding such expense (ii) claims competitively bid such expense to at least three responsible bidders and (iii) contract with the lowest responsible bidder): (b) use due diligence and its reasonable efforts to keep in full force and effect all required licenses and permits; and (c) provide all services and continue to operate, manage and maintain the Property in substantially the same manner as it previously had. Following ten (10) days before expiration of the Approval Period ("Lease Cut-off Date"). Seller hereby agrees that a Product infringes Seller will not terminate or modify, extend of otherwise change any valid United States patentof the terms, copyright covenants or trade secretconditions of any tenant lease, or enter into new leases or any other obligations or agreements affecting the Property without the prior consent of Buyer, which consent may be withheld in Buyer's reasonable discretion. Notwithstanding Prior to the foregoingLease Cut-Off Date, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third party, (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) Seller’s compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) service, installation or modification of any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyerin its sole and absolute discretion, to continue using enter into any such new lease provided Seller deliver to Buyer a fully executed copy of such lease before the Product; Lease Cut-Off Date. Except as provided above, prior to the Closing Date, Seller shall not convey title or any interest in the Property or the personal property to any person or entity. Seller shall not subject the Property to any additional liens, encumbrances, covenants, conditions, restrictions, easements or similar matters after the date of this Agreement which will not be eliminated prior to the Closing Date, or otherwise amend, modify, extend or change the terms, covenants or conditions of any such matters after the date of this Agreement. For a period of one (b1) replaces or modifies year after the Product so that it becomes non-infringingClosing Date, provided Seller shall cooperate with Buyer and Buyer's accountants and attorneys in answering questions concerning the modification or replacement does not adversely affect the specifications operation and management of the Product Property, amounts owed by Tenants under their leases, the calculation of operation expense or (c) if neither of the preceding is reasonably practicablecommon area maintenance charge, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Sellersimilar matters.

By Seller. Seller agrees to indemnify, defend and save Xxxxx from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for warrants that (i) personal injury or death or damage it has the authority to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret. Notwithstanding the foregoing, Seller shall have no liability the extent any such Claims are caused by either (i) the negligence or willful misconduct of Buyer or third partyenter into this Agreement, (ii) it is under no restriction or obligation with anyone that conflicts with any provision of this Agreement, (iii) Seller's manufacture, manufacturing processes and sale of the Products do not infringe any patent, copyright, trade secret or other proprietary right of any other person or entity in the Products, provided however that this warranty shall not apply to any actual or threatened claim arising out of Seller's compliance with Purchaser's unique specifications (including those different from industry standard specifications for similar products and any manufacturing procedures that are not industry standard and that are set forth in the specifications) for the Products or the distribution, use and/or resale by Purchaser or its customers of a Product the Products in combination with equipment any other components or software products not supplied provided by Seller Seller, where the Product such claim would not itself be infringinghave arisen but for such combination, and (iv) it does not know of any claims or suits threatened or pending against Seller with regard to the warranty specified in (iii) above. Notwithstanding anything to the contrary set forth above, Seller’s compliance 's warranty to Purchaser set forth in Section 10(b)(iii) shall apply if the Product, as a result of its manufacture, manufacturing processes and sale has no substantial noninfringing use. Seller agrees that it will promptly provide written notice to Purchaser upon receipt of any notification from its vendors and licensors, concerning or in any way referencing (a) any claim of breach or default, or the cancellation, expiration or termination of any agreements with Buyer's designs, specifications or instructions, (v) use of such vendors and licensors pertinent to the Product in an application or environment for which it was not designed Products or (vib) service, installation the threat or modification commencement of litigation by any Product except by Seller. Buyer shall provide Seller prompt written notice of any Claims and Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with vendor or licensor against Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces Products or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product or (c) if neither of the preceding is reasonably practicable, refund the purchase price for the Product. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designsexecution and performance of this Agreement. The parties' obligations under this Section 9 shall survive the expiration, specifications termination or instructions supplied to Seller by Buyer; (iv) use cancellation of a Product in an application or environment this Agreement for which it was not designed; or (v) modifications of a Product by anyone other than Sellerany reason whatsoever.