Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees harmless from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.

Indemnification by Supplier. (a) Subject to the terms and conditions of this Supply Agreement, Supplier shall indemnifywill jointly and severally defend, defend (at Supplier’s expense) indemnify and hold Gogo, harmless Buyer and its Affiliates affiliates and each of their respective officers, directors, employees, shareholders, agents and employees harmless representatives, and their successors and assigns (collectively the "Buyer Indemnities") from and against any court costsall claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs expenses of attorneys incurred in investigation or defense of any Action) (collectively "Claims") arising out of or resulting fromrelated to: (aI) Excluded Liabilities as set forth in the Sale Agreement, (Ii) any bodily injury breach of any covenant or real or tangible personal property damage arising out agreement of Supplier’s negligence Supplier contained in this Supply Agreement; (iii) any negligence, gross negligence, or willful misconductor intentional misconduct by Supplier or any of its personnel; and (iv) any breach of any representation or warranty of Supplier contained in this Supply Agreement; (b) Promptly after receipt by Buyer of notice of any third-party claim that such third party’s rights Action in Intellectual Property are infringedrespect of which indemnity may be sought against Supplier hereunder (for purposes of this Section 16.01, misappropriated or violated by a "Buyer's Assertion"), Buyer will notify Supplier in writing of the Buyer's Assertion, but the failure to so notify Supplier will not relieve Supplier of any Product (including any Supplier tools incorporated into a Product) liability it may have to Buyer, except to the extent such infringement, misappropriation, or violation arises from the use of such Product Supplier has suffered Execution Copy Amended and Restated and Manufacturing Agreement actual prejudice thereby. Supplier will be entitled to participate in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewiseand, to the extent permissible)Supplier elects by written notice to Buyer within thirty (30) days after receipt by Supplier of notice of such Buyer's Assertion, further to its obligation under assume the Exhibit C Product Support Assurance Agreement defense of this Agreementsuch Buyer's Assertion, at Supplier's own expense, with counsel chosen by it which will be reasonably satisfactory to Buyer. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely With respect to be held in any such suit to constitute an infringementBuyer's Assertion, misappropriation or violation of the rights of a third party, Buyer will promptly provide Supplier shall promptly, at its expense and option, eitherwith: (i) secure for Gogo the right to continue the use notice and copies of such Productany documents served upon Buyer; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) all reasonable cooperation which Supplier deems necessary to defend such Buyer's Assertion, including, without limitation, providing Supplier and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to the Business is contained in such documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Supplier may have elected by written notice to assume the defense of any Buyer's Assertion, Buyer will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Buyer, but in such event the fees and expenses of Buyer (above those which would otherwise have been incurred) and such separate counsel will be paid by Buyer. (c) Notwithstanding anything in this Section 16,07 to the contrary: (i) Supplier will have no obligation with respect to any Buyer's Assertion if, in connection therewith, Buyer, without the written consent of Supplier, which consent will not be unreasonably withheld, settles or compromises any Action or consents to the entry of any judgment; and (ii) Supplier will not without the written consent of Buyer with respect to any Buyers Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Buyer of a duly executed written release of Buyer from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Buyer, or (B) settle or compromise any Action in any manner that, in the reasonable judgment of Buyer or its counsel, will adversely affect Buyer other than as a result of money damages or other money payments. (d) Upon the payment of any settlement or judgment pursuant to this Section 16.07 with respect to any Buyer's Assertion, Supplier will be subrogated to all rights and remedies of Buyer against any third party in respect of such Buyer's Assertion to the extent of the immediately preceding sentence, then Gogo shall return such Product amount so paid by Supplier. (e) The indemnity provided for by this Section 16.07 will be Buyer's exclusive source of recovery against Supplier with respect to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsmatters covered hereby.

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogoharmless Customer, its Customer Affiliates and their respective officers, directors, agents and employees harmless Indemnitees from and against any court costsand all Losses arising from claims by third parties, reasonable attorneys’ fees and expenseswhether based in whole or in part in contract, settlements and settlement expensestort, third party liabilitiesnegligence, claimsstatute or otherwise, penalties, fines, reasonable costs to the extent caused by any of investigation arising out of or resulting from: the following: (a) The failure of Supplier to perform any bodily injury obligations under any license, lease or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; other agreement between Supplier and a third party; (b) The failure of Supplier to perform any obligations under any third-party claim that such third party’s rights license, lease or other agreement assigned by Supplier and assumed by Customer in Intellectual Property are infringed, misappropriated connection with the expiration or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement termination of this Agreement. If any , provided that this Section 13.2(b) shall apply only to Losses payable to such third party that are based on acts or omissions occurring during the period preceding the date of the Products or any portion thereof is held, or in such assumption; (c) The failure of Supplier to comply with Supplier Laws; (d) Supplier’s reasonable opinion is likely failure to be held in obtain any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claimRequired Consents; provided, however, that after any such replacement if the failure to obtain a Required Consent is an infringement or modificationalleged infringement of intellectual property, the Product must continue to substantially conform this Section 13.2 shall not apply and Section 13.4 shall constitute Supplier’s sole and exclusive obligation and liability with respect to the Specificationsfailure to obtain such Required Consent; (e) To the extent not related to any wrongful acts or omissions committed or alleged to have been committed by Customer or any Customer Affiliate or any Authorized Users, any claims brought by any Contractor or Related Party of Supplier arising under or in connection with an agreement between Supplier and further provided, that such Contractor or Related Party; (f) Supplier’s breach of any such modified or replaced Product shall be subject of its representations and warranties set forth in Section 10.1(a); (g) Any breach of Supplier’s obligations hereunder with respect to all Taxes; or (h) Any claims brought by other customers of Supplier warranties contained herein. If Supplier is unable to procure caused by the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) provision of the immediately preceding sentence, then Gogo shall return such Product to Services from a Service Location that is shared with other customers of Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.

Indemnification by Supplier. Supplier shall hereby agrees, at its sole cost and expense, to defend, hold harmless and indemnify, defend to the extent permitted by applicable Law, (at Supplier’s expensecollectively, “Indemnify”) Buyer and hold Gogo, its Affiliates and their respective officers, directors, agents officers and employees harmless of such Persons and the respective successors and assigns of any of the foregoing (the “Buyer Indemnitees”) from and against any court costsand all liabilities, damages, penalties, fines, costs and actual expenses (including, reasonable attorneys’ fees and expensesother expenses of litigation) (collectively, settlements and settlement expenses, third party liabilities“Liabilities”) resulting from suits, claims, penaltiesactions and demands, finesin each case brought by a Third Party (each, reasonable costs of investigation a “Third-Party Claim”) against any Buyer Indemnitee and arising out of from or resulting fromoccurring as a result of: (a) any bodily injury or real or tangible personal property damage arising out material breach of any of Supplier’s obligations, representations, warranties or covenants under this Manufacturing Agreement; or (b) the gross negligence or willful misconduct of a Supplier Indemnitee under this Manufacturing Agreement. Supplier’s obligation to Indemnify Buyer Indemnitees pursuant to this Section 11.1.1 shall not apply to the extent that any such Liabilities are the result of a material breach by Buyer of its obligations, representations, warranties or covenants under this Manufacturing Agreement or any Buyer Indemnitee’s gross negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except . Notwithstanding anything to the extent such infringementcontrary in this Manufacturing Agreement, misappropriationSupplier’s liability arising from this Manufacturing Agreement and the performance hereof shall not exceed [****] Dollars ($[****]) in the aggregate (the “Seller Cap”). Additionally, Supplier’s obligation to Indemnify Buyer Indemnitees shall include lost profits and out-of-pocket costs and expenses. The Seller Cap shall not, nor shall any other limitation set forth in this Manufacturing Agreement, apply to any indemnification obligations where a Third-Party Claim for bodily injury or violation death arises from the use gross negligence or willful misconduct of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.

Indemnification by Supplier. (i) Supplier shall indemnifydefend, defend (at Supplier’s expense) indemnify and hold Gogoharmless ABA and all of its past, its Affiliates present, and their respective future affiliates, customers, distributors, officers, directors, agents employees, contractors, successors, assigns, agents, attorneys, and employees harmless from and insurers (“ABA Indemnitees“) against any court and all claims, damages, costs, reasonable expenses (including, without limitation, court costs and attorneys’ fees and expensesfees), settlements and settlement expensessuits, third party liabilitieslosses, claimsor liabilities (“Claims”) arising from or by reason of any actual or claimed infringement or misappropriation of any patents, penaltiestrade secrets, finestrademarks, reasonable costs of investigation arising out of maskworks, copyrights, or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in other Intellectual Property are infringed, misappropriated or violated Rights by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by GogoServices. To the extent permissibleIn addition, Supplier shall pass through to Gogo fully defend, indemnify and hold harmless ABA Indemnitees against any indemnification provided to Supplier and all Claims arising from, or by third-party suppliers for such third-party services and third-party productsreason of, along with or based on allegations of any warranties (likewise, to the extent permissible), further to its obligation under the breach of Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or . (ii) replace ABA shall give Supplier prompt notice in writing of the Claim, and at Supplier's request and Supplier's expense, permit Supplier through its counsel to defend such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claimClaim and provide Supplier reasonable assistance; provided, however, that after ABA may hire its own counsel at its own expense. Supplier shall have control of the defense of any such replacement or modificationsuit, the Product must continue to substantially conform to the Specificationsincluding appeals, negotiations, and further providedthe right to affect a settlement or compromise thereof. (iii) In addition to Supplier’s obligations to defend, that indemnify, and hold harmless the ABA Indemnitees, and any other rights and remedies ABA may have under this Agreement, if the purchase, use, importation, sale, or distribution of the Services or any portion of the Services is sought to be, is reasonably likely to be, or is in fact, enjoined or excluded from importation as a result of any such modified claim of infringement or replaced Product misappropriation, Supplier, at its sole expense and on terms acceptable to ABA, also shall be subject to all Supplier warranties contained herein. If Supplier is unable to either procure the right for the ABA Indemnitees to continued continue purchasing and using the Services, or replace or modify the enjoined Services so that it becomes non-infringing, is of equivalent or superior functionality to the enjoined Services, is fully backward compatible, and meets all of ABA’s requirements, including but not limited to ensuring that quality, quantity, price and delivery are not inferior to the Services being replaced or modified. Additionally, at ABA’s request, Supplier shall promptly issue a full refund of the total amounts paid for the Services that is enjoined or excluded, and ABA may cancel any or all pending orders for the Services without liability. Supplier agrees that time is of the essence and shall use best efforts and act in good faith to satisfy its foregoing obligations, as soon as practical after the use of such Productthe Services, is or is reasonably likely to modify be enjoined or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsexcluded from importation.

Indemnification by Supplier. Supplier shall will at its expense indemnify, defend (at Supplier’s expense) and hold Gogoharmless Health Net and its Affiliates, its Affiliates and their respective officers, directors, agents customers, employees, agents, representatives, successors and employees harmless assigns (collectively, “Health Net Indemnitees”) from and against any court costsand all Losses suffered or incurred by any of them arising from, reasonable attorneys’ fees and expensesin connection with, settlements and settlement expensesor based on any of the following, third party liabilitieswhenever made, claimsexcept to the extent caused by Health Net or an Health Net Affiliate: (a) Any Indemnity Claim by, penaltieson behalf of or relating to any of the Affected Employees relating to Supplier’s employee selection, finescommunications, reasonable costs recruitment or hiring process or a breach by Supplier of investigation Schedule E (Employee Transfer); (b) Any Indemnity Claim by, on behalf of or relating to any of the Transitioned Employees with respect to matters arising out of acts or resulting from: omissions of Supplier occurring on or after the Transfer Date, excluding Indemnity Claims for which Health Net is required to indemnify under Section 23.3(b); (ac) Any Indemnity Claim (i) by a Subcontractor or by other Supplier Personnel, including claims by such personnel that Health Net is liable to such personnel for employee benefits or as the employer or joint employer of such personnel, except to the extent, if any, that Health Net is required by this Agreement to indemnify Supplier in respect of the Indemnity Claim, or (ii) based upon the acts or omissions of any Subcontractor in performance of or relating to the Services to the same extent as if Supplier had committed the act or omission; (d) Any Indemnity Claim arising out of Supplier’s breach of its obligations under Section 14 (Data Security and Protection) or Section 21 (Confidentiality) or the Business Associate Agreement; (e) Any Indemnity Claim arising out of a Security Breach, except to the extent that such Security Breach was caused by Health Net’s negligence, willful misconduct or breach of this Agreement; (f) Any Indemnity Claim arising out of Supplier’s breach of Section 19.7(a) (Non-Infringement); (g) Any Indemnity Claim arising out of Supplier’s breach of its obligations under Section 27.7 (Compliance with Laws) (h) Any Indemnity Claim for death or bodily injury injury, or the damage, loss or destruction of real or tangible personal property damage arising out of any third party (including employees of Health Net or Supplier or their respective subcontractors) brought against a Health Net Indemnitee alleged to have been caused by the tortious acts or omissions of Supplier, Supplier Personnel or anyone else for whose acts Supplier is responsible. However, Supplier will have a right of contribution from Health Net with respect to the Indemnity Claim to the extent Health Net’s comparative negligence is responsible for causing the alleged injury or damage, loss or destruction; (i) Any Indemnity Claim with respect to Supplier’s use of any Health Net Provided Resources made available by Health Net to Supplier or Subcontractors pursuant to Section 11 to the extent the loss results from a breach by Supplier or any Subcontractor of, or an act or omission of Supplier which creates liability for Health Net pursuant to (A) a Health Net Provided Resource or an agreement between Health Net and a third party relating to such Health Net Provided Resources, or certain provisions thereof, which have been provided to Supplier in writing, including obligations to comply with requirements regarding numbers and types of licenses under any such agreements; (B) the terms of this Agreement, including Supplier’s obligations with respect to Managed Third Party Contracts set forth in this Agreement, or (C) any other reasonable restrictions required by Health Net relating to the Health Net Provided Resources, which restrictions are provided to Supplier in writing; (j) Any amounts, including taxes, interest, and penalties, assessed against Health Net which arise as a result of Supplier’s negligence failure to comply with and perform its obligations under Section 9.3 (Taxes); (k) Supplier’s (i) improper or willful misconduct; and wrongful termination of this Agreement or part thereof, or (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Productii) except to the extent such infringementany cessation of Services is expressly permitted under this Agreement, misappropriationabandonment of any work under this Agreement; (l) Any breach of any of Supplier’s representations or warranties set forth in Section 20 (Mutual Representations and Warranties), Section 19.8 (Disabling Code), or violation arises from the use second sentence of such Product in combination with any other product not provided Section 19.7 (Viruses); (m) Any intentional misconduct or approved criminal misconduct by Airspan or by any modification Supplier; and (n) Any Indemnity Claim arising out of occurrences Supplier is required to the Product(s) made by Gogo. To the extent permissibleinsure against under this Agreement, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, but only to the extent permissible), further Supplier has failed to its obligation procure the insurance that Supplier is obligated to procure under the Exhibit C Product Support Assurance Agreement of this Agreement. If any Any act or omission of the Products a Subcontractor shall be deemed to be an act or any portion thereof is held, or in omission of Supplier for purposes of determining Supplier’s reasonable opinion is likely indemnification obligations pursuant to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsthis Section 23.1.

Indemnification by Supplier. (a) Subject to Section 11.02(b) and 11.03, Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogoharmless Purchaser, its Affiliates Affiliates, sublicensees and distributors, and their respective directors, officers, directorsemployees and agents, agents and employees harmless from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party all liabilities, damages, losses, costs or expenses (including reasonable fees of attorneys and other professionals) (“Losses”) resulting from claims, penalties, fines, reasonable costs demands or actions (“Claims”) of investigation arising out of or resulting from: (a) Third Parties to the extent based upon any bodily injury or real or tangible personal property damage arising out breach of Supplier’s negligence obligations, covenants, representations and warranties set forth in this Agreement or willful misconduct; the Quality Agreement. For the sake of clarity, Purchaser’s Obsolescence Claims shall not be handled pursuant to this Section 11.02(a) and instead shall be handled in accordance with Section 11.02(b) below. (b) any third-party claim that such third partySubject to Section 11.04(d), Supplier shall indemnify Purchaser by reimbursing or crediting Purchaser (at Purchaser’s rights in Intellectual Property are infringedoption) for all Qualified Costs resulting from Obsolescence Claims, misappropriated or violated by any Product (including any provided that, Supplier tools incorporated into a Product) except shall not obligated to indemnify Purchaser to the extent that such infringementObsolescence Claim is (i) attributable to Purchaser’s or its Affiliates’ negligence, misappropriationgross negligence, willful misconduct or fraud; (ii) attributable to Purchaser’s, its Affiliate’s or its Third Party customer’s failure to abide by cGMP (if applicable), Good Distribution Practices as defined under relevant Law (if applicable) or applicable Law; (iii) attributable to Purchaser or its Affiliate having supplied Third Party customer with Products in excess of such Third Party customer’s orders, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s(iv) made by Gogo. To more than six (6) months after the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement expiration or termination of this Agreement. If any All such Obsolescence Claims shall be reported to Supplier on a quarterly basis, within thirty (30) days of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation end of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of applicable calendar quarter in which such Product; or (ii) replace such Product with a substantially equivalent item that Obsolescence Claim is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specificationsincurred by Purchaser, and further provided, that any supported by such modified or replaced Product shall documentation as may be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to reasonably requested by Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.

Indemnification by Supplier. 6 11.1.1. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees harmless from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, court-awarded damages and reasonable costs of investigation arising out of or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement[***]. 11.1.2. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held held, in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products. In addition, if SOWs are specifically identified as phases of the same project in each of the applicable SOW, and Supplier fails to correct an infringement, misappropriation or violation in one of the phases, Supplier shall refund to Gogo (A) all amounts paid to Supplier for the applicable Product, and (B) all amounts paid to Supplier for other Products that are part of the same project but are rendered to be of no reasonable utility to Gogo without the applicable Product. Supplier shall have no liability under this Section 11.1 to the extent arising from: (i) use of any item provided by Supplier hereunder in combination with other items not provided or approved by Supplier or with which such items were not designed to be used; (ii) Gogo’s modification of any item provided by Supplier hereunder; or (iii) Supplier’s compliance with Gogo’s designs or specifications (where such designs or specifications form the basis for the claim, and not Supplier’s chosen implementation), or (iv) Supplier’s incorporation of technology supplied or dictated by Gogo (where such technology forms the basis for the claim).

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogoharmless Advantica, its Affiliates Affiliates, and their respective officers, directors, agents employees, agents, successors and employees harmless assigns, from and against any court costsall Losses arising from, reasonable attorneys’ fees and expenses, settlements and settlement expensesin connection with or relating to, third party liabilities, claims, penalties, fines, reasonable costs allegations of investigation any of the following: (a) Supplier's failure to perform any obligations required to be performed by it under any of the Third Party Contracts on or after the date Supplier becomes responsible for such obligations in accordance with the applicable Service Agreement; (b) acts or omissions of Supplier Personnel located in any Advantica Facility; (c) any claims arising out of or resulting from: related to occurrences for which damages are recoverable under insurance policies Supplier is required to maintain pursuant to Article 12 (aInsurance; Risk of Loss); (d) Supplier's breach of its obligations with respect to Advantica's Confidential Information; (e) any bodily injury claims relating in any way to selection of the Transferred Employees or Supplier's offers of employment, and any claims by or on behalf of Transferred Employees that arise from or relate in any way to their employment with Supplier or to the termination of their employment with Supplier, including any claims by Transferred Employees against Advantica based on a theory of joint employer liability or similar theory; (f) any claims of Supplier's subcontractors; (g) the untruthfulness or inaccuracy of any representation or warranty made by Supplier in this Master Agreement or in any Service Agreement; (h) any amounts, including without limitation, taxes, interest and penalties assessed against Advantica which are obligations of Supplier under this Master Agreement or any Service Agreement; (i) personal injuries, death or damage to tangible personal or real or tangible personal property damage arising out of third parties including employees of Supplier’s , its contractors and subcontractors caused by the negligence or willful misconductmisconduct of Supplier; and (b) any third-party claim provided that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewisewill have no obligation under this clause, to the extent permissible)the claim arises out of or in connection with the negligence or willful misconduct of Advantica; (j) any claims for a breach of software licenses related to the Services, further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If committed by Advantica or any of the Products its subcontractors or any portion thereof employee of Advantica and its subcontractors that is held, not the result of Advantica failing to perform its obligations under this Master Agreement or in Supplier’s reasonable opinion is likely any Service Agreement; (k) any environmental claim arising as a result of the Services with respect to be held in any such suit the Supplier Environment or the Advantica corporate facilities or restaurant locations to constitute an infringement, misappropriation the extent Supplier or its subcontractors has caused the environmental damage or violation of the rights environmental laws or regulations from which the claim arises; (l) any claims directly attributable to Supplier's decision to request that Advantica cancel, substitute, terminate, change, add or breach any Third Party Contract and Advantica's assent to and compliance with such decision and any Losses incurred by Advantica associated with such decision by Supplier and compliance by Advantica; and (m) any claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Advantica under the terms of this Master Agreement or any Service Agreement) arising out or resulting from Supplier issuing an incorrect invoice or other information provided to Advantica in writing regarding its charges to Advantica for the Services. In the event and to the extent that a third partyclaim is made against an indemnitee by an employee of Supplier, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that Supplier shall promptly, at its expense indemnify and option, either: (i) secure for Gogo hold harmless the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform indemnitee to the Specificationssame extent as if the claim was made by a non-employee of Supplier, its contractors or subcontractors. Supplier's indemnification hereunder shall be primary and immediate. Accordingly, in addition to other provisions herein, and further providedin order to render the Parties' intent and this indemnification agreement fully enforceable, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, in an indemnification claim hereunder, expressly and Supplier shall refund without reservation waives any defense or immunity it may have under any applicable workers' compensation law(s) or any other statute or judicial decision disallowing or limiting such indemnification and consents to Gogo the amount paid a cause of action for indemnity. This waiver and consent to Supplier for such Productsindemnification is made irrespective of and specifically waiving any defense or immunity under any statute or judicial decision.

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees CUTANEA harmless from any and against any court all losses, damages, liabilities, costs, charges, expenses, including, without limitation, court fees and reasonable attorneyslawyers’ fees and expensesother legal expenses (collectively, settlements and settlement expenses“Losses”) to which CUTANEA may become subject as a result of any claim, third party liabilitiescomplaint, claimssuit, penaltiesdemand, fines, reasonable costs of investigation arising out of action or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated other proceeding by any Product Third Party (including any Supplier tools incorporated into a Product) except collectively “Claims”), to the extent such infringementLosses arise out of or in connection with: (i) the development, misappropriationuse, Manufacturing, storage, handling or violation arises from distribution of the use Products by Supplier or any of such Product its Affiliates or contract suppliers of Products; (ii) the negligence or willful misconduct of Supplier or any of its Affiliates or contract suppliers of Products; or (iii) a breach or non-fulfilment by Supplier of its obligations according to this Agreement and/or any law in combination with force; or (iv) a breach by Supplier of any other product not provided warranty, representation, covenant or approved by Airspan or by any modification to the Product(s) agreement made by Gogo. To the extent permissibleit in this Agreement; except, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewisein each case, to the extent permissible)such Losses result from (a) the negligence or willful misconduct of CUTANEA or (b) the breach by CUTANEA of any warranty, further representation, covenant or agreement made by it in this Agreement and to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreementextent that such negligence, willful misconduct or breach it is stated by a final court decision. If any of Notwithstanding the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third partyforegoing, Supplier shall promptly, at its expense have no obligation to indemnify CUTANEA for reasonable lawyers’ fees and option, either: (i) secure for Gogo other legal expenses incurred by CUTANEA after Supplier has taken over the right to continue the use defense of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, “Action or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform Proceeding” in accordance with Section 10.3 unless and then only to the Specifications, and further provided, that any such modified or replaced Product shall be subject extent otherwise agreed to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to advance in writing by Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.