Common use of Indemnifications Clause in Contracts

Indemnifications. (a) AT&T shall be indemnified, defended, and held harmless by CUSTOMER against all claims, losses, or damages awarded, to the extent that they arise from the use of the Services, regardless of the form of action, whether in contract, tort (including AT&T's active or passive negligence), warranty, or strict liability, involving: (1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from any communication not initiated by AT&T or its agent; (2) Claims for patent infringement arising from combining or using the Services in connection with facilities or equipment furnished by others, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER under this Agreement. (b) CUSTOMER shall be indemnified, defended and held harmless by AT&T against all claims, losses or damages awarded, to the extent that they arise from use of the Services, regardless of the form of action, whether in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from the use of the Services. (c) If, in connection with any claim, lawsuit, or demand brought by a third party against either party (the "Indemnified Party"), the Indemnified Party asserts it is entitled to indemnification and defense from the other party (the "Indemnifying Party") pursuant to this Agreement, the Indemnified Party shall provide prompt written notice to the Indemnifying Party of such claim, lawsuit or demand, and shall tender the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party shall not be liable for settlements by the Indemnified Party of any such claim, demand, or lawsuit unless the Indemnifying Party has approved the settlement in advance or unless the defense of the claim, demand, or lawsuit has been tendered to the Indemnifying Party, in writing, and the Indemnifying Party has failed promptly to undertake the defense.

Indemnifications. (a) AT&T TPTG shall be indemnifiedindemnify Interest Holders against and save and hold Interest Holders and her heirs, defendedestates, legatees, devisees, legal and held personal representatives, successors and assigns (collectively the "Indemnified Parties") forever harmless by CUSTOMER against from any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or damages awardeddefense of, to any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by TPTG as they are incurred by the extent that they arise from the Indemnified Party), imposed upon, incurred or sustained by, or asserted against an Indemnified Party, as a result of or arising out of or by virtue of: (i) TPTG's operation of Interest Holders or its use of the Services, regardless of the form of action, whether in contract, tort Purchased Assets (including AT&T's active or passive negligence), warranty, or strict liability, involving: (1the licenses) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from any communication not initiated by AT&T or its agentInterest Holders after the Closing Date; (2ii) Claims for patent infringement arising from combining Any breach of any representation or using the Services warranty made by TPTG to Interest Holders herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection with facilities herewith; and (iii) The failure of TPTG to comply with, or equipment furnished the breach by othersTPTG of, provided that such claim would not have arisen if any of the Services had not been combined covenants of this Agreement or used in any agreement, document or instrument executed and delivered pursuant hereto or in connection with facilities or equipment furnished herewith, to be performed by others; TPTG (3including, without limitation, this Section 9.02(a). The Indemnified Party shall give TPTG written notice of any matter hereby indemnified against, and TPTG shall satisfy, pay and discharge any and all of an Indemnified Party's above- described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) Claims arising out days of the use sending of said notice. In the Services event that the matter indemnified hereunder involves an action at law or in equity against an explosive atmosphere; Indemnified Party by a 3rd party, or any type of quasi-judicial, administrative or other type of proceeding against an Indemnified Party by a 3rd party, the Indemnified Party shall give TPTG written notice of said matter within ten (410) Claims brought against AT&T days of discovery thereof. TPTG may and, upon the Indemnified Party's request, shall at TPTG's expense, resist and defend such matter by counsel selected by TPTG and reasonably approved by the Indemnified Party. The appearance of an Indemnified Party in any such defense shall not constitute a waiver of CUSTOMER's Intermediate Carriers or End Users related its right to the Services provided require TPTG to CUSTOMER fulfill its obligations under this Agreementindemnity. An Indemnified Party shall provide such information and cooperation as TPTG shall reasonably request, and TPTG shall satisfy, pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions. (b) CUSTOMER Interest Holders shall defend and indemnify TPTG, its officers, directors, employees, agents, representatives, successors and assigns (collectively, the "Indemnified Parties"), and save and hold the Indemnified Parties forever harmless from and against any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be indemnifiedpaid or reimbursed by Interest Holders as they are incurred by the Indemnified Party), defended and held harmless imposed upon, incurred or sustained by, or asserted against TPTG, and/or its officers, directors, Interest Holders, employees, agents, successors or assigns, as a result of or arising out of or by AT&T against all claims, losses virtue of: (i) The operation of lnterest Holders or damages awarded, to the extent that they arise from use of the ServicesPurchased Assets prior to the Closing Date; (ii) Any breach of any representation or warranty made by Interest Holders to TPTG herein or in any agreement, regardless document, or instrument executed and delivered pursuant hereto or in connection herewith; (iii) The failure of Interest Holders to comply with, or the breach by Interest Holders of, any of the form covenants and agreements set forth in this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by Interest Holders (including, without limitation, this Section 9.02(b)). TPTG shall give Interest Holders written notice of actionany matter hereby indemnified against, whether in contractand Interest Holders shall satisfy, tort pay and discharge any and all ofTPTG's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from the use 10) days of the Services. (c) If, sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in connection with any claim, lawsuitequity against TPTG by a 3rd party, or demand brought any type of quasi-judicial, administrative or other type of proceeding against TPTG by a third party against either party 3rd party, TPTG shall give Interest Holders written notice of said matter within ten (the "Indemnified Party")10) days of discovery thereof. Interest Holders may and, the Indemnified Party asserts it is entitled upon TPTG's request, shall at Member's expense, resist and defend such matter by counsel selected by Interest Holders and reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its right to indemnification and defense from the other party (the "Indemnifying Party") pursuant require Interest Holders to fulfill her obligations under this Agreement, the Indemnified Party indemnity. TPTG shall provide prompt written notice to the Indemnifying Party of such claim, lawsuit or demandinformation and cooperation as Interest Holders shall reasonably request, and Interest Holders shall tender the defense of such claimjointly and severally satisfy, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate pay and discharge any and all judgments and fines that may be recovered against TPTG in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party shall not be liable for settlements by the Indemnified Party of any such claim, demand, action or lawsuit unless the Indemnifying Party has approved the settlement in advance or unless the defense of the claim, demand, or lawsuit has been tendered to the Indemnifying Party, in writing, and the Indemnifying Party has failed promptly to undertake the defenseactions.

Indemnifications. (a) AT&T Developers shall be indemnifiedjointly and severally (i) indemnify and hold harmless CompuCredit, defendedits officers, directors and CompuCredit Affiliates (collectively, the "CompuCredit Parties") from and against any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and held harmless (ii) defend, through use of legal counsel chosen by CUSTOMER Developers, any suit or proceeding against all claimsa CompuCredit Party, lossesin the case of both (i) and (ii) arising out of or based on any claim, demand or damages awardedaction alleging that a System Deliverable or any other product or service provided by a Developer to CompuCredit under this Agreement infringes any copyright, patent, trademark, trade secret or other intellectual property or other proprietary right of any third party (a "Third Party IP Right"). Developers shall have no obligations hereunder to the extent that they arise such claim, demand or action arises from or occurs as a result of (i) the use of the Services, regardless of System Deliverable in combination with unapproved items unless the form of action, whether in contract, tort (including AT&T's active Developers specifically recommended them as a combination or passive negligence), warranty, or strict liability, involving: (1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from any communication not initiated by AT&T or its agent; (2) Claims for patent infringement arising from combining or using under the Services circumstances Developers could reasonably be expected to have contemplated that CompuCredit would use the System Deliverable in connection with facilities such items, or equipment furnished (ii) the failure of CompuCredit to implement changes, replacements, or new releases recommended by othersDeveloper(s) and made available to CompuCredit at no cost or nominal cost, provided that where such claim claim, demand or action would have been avoided by such changes, replacements or new releases. Notwithstanding the foregoing, Developers shall not have arisen if the Services had not been combined any liability under this section or used in connection with facilities otherwise to CompuCredit for any liability, cost, loss or equipment furnished by others; (3) Claims expense of any kind arising out of or based on any actual or alleged violation of the Fair Credit and Reporting Act ("FCRA"). (b) In the event that a System Deliverable or any other product or service provided by a Developer to CompuCredit hereunder is held in any such suit or proceeding to infringe a Third Party IP Right, or if any Developer believes that there is a reasonable basis for such an infringement claim to be asserted or that a System Deliverable or any such other product or service is infringing, then Developers, at their expense, shall take one of the following remedial actions (the choice of which action Developers should take shall be made mutually by the Parties): (i) procure for CompuCredit the right to continue using the allegedly infringing item or service; or (ii) replace the allegedly infringing item or service with one that is not infringing, that is the functional equivalent of the replaced item and that meets any applicable Performance Criteria. If neither of the foregoing options is reasonably available, CompuCredit agrees to cease all use of the Services in an explosive atmosphere;such infringing or potentially infringing System Deliverables. (4c) Claims brought Developers shall jointly and severally (i) indemnify and hold harmless the CompuCredit Parties from and against AT&T any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by Developers, any suit or proceeding against a CompuCredit Party, in the case of both (i) and (ii), arising out of or based on any material inaccuracy in any representation or warranty of Developers in this Agreement or any material breach by any Developer of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER any of its obligations under this Agreement. (bd) CUSTOMER CompuCredit shall be indemnified(i) indemnify and hold harmless the Developers, defended their officers, directors and held harmless affiliated entities (collectively, the "Developer Parties") from and against any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by AT&T CompuCredit, any suit or proceeding against all claimsa Developer Party, losses in the case of both (i) and (ii) arising out of or damages awardedbased on any claim, demand or action alleging any violation of or otherwise relating to the extent that they arise FCRA. (e) CompuCredit shall (i) indemnify and hold harmless the Developer Parties from use and against any liability, cost, loss or expense of the Services, regardless of the form of action, whether in contract, tort any kind (including CUSTOMER's active or passive negligencebut not limited to attorneys fees and court costs), warrantyand (ii) defend, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from through the use of legal counsel chosen by CompuCredit any suit or proceeding against a Developer Party, in the Servicescase of both (i) and (ii), arising out of or based on any material inaccuracy in any representation or warranty of CompuCredit in this Agreement or any material breach by CompuCredit of any of its obligations under this Agreement. (cf) If, in connection with any claim, lawsuit, or demand brought by a third party against either party (The indemnification obligations set forth herein shall survive for one year after the "Indemnified Party"), the Indemnified Party asserts it is entitled to indemnification and defense from the other party (the "Indemnifying Party") pursuant to termination of this Agreement, the Indemnified Party shall provide prompt written notice to the Indemnifying Party of such claim, lawsuit or demand, and shall tender the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party shall not be liable for settlements by the Indemnified Party of any such claim, demand, or lawsuit unless the Indemnifying Party has approved the settlement in advance or unless the defense of the claim, demand, or lawsuit has been tendered to the Indemnifying Party, in writing, and the Indemnifying Party has failed promptly to undertake the defense.

Indemnifications. 12.1 PUREPAC hereby agrees to indemnify and to hold harmless FHP and any Affiliates of FHP from any and all loss (except consequential loss, such as, for example, loss of business or of profits), compensatory loss for personal injury, liability , damage, claim, cost and expense (including, without limitation, reasonable attorney's fees) arising from or in connection with any breach by PUREPAC of this Agreement or of any other obligation of PUREPAC hereunder (including any breach by PUREPAC of the warranty made in Section 2.2 of this Agreement.) 12.2 FHP agrees to indemnify and hold harmless PUREPAC and any Affiliates of PUREPAC from any and all loss (except consequential loss, such as, for example, loss of business or of profits), liability, damage, claim, cost and expense (including without limitation, attorney's fees and disbursements) arising from or in connection with: (a) AT&T shall be indemnified, defended, and held harmless any breach of this Agreement by CUSTOMER against all claims, losses, or damages awarded, to the extent that they arise from the use of the Services, regardless of the form of action, whether in contract, tort (including AT&T's active or passive negligence), warranty, or strict liability, involving: (1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from any communication not initiated by AT&T or its agentFHP; (2) Claims for patent infringement arising from combining or using the Services in connection with facilities or equipment furnished by others, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER under this Agreement. (b) CUSTOMER shall be indemnifiedany claim, defended and held harmless express, implied or statutory made by AT&T against all claims, losses or damages awarded, FHP as to the extent that they arise from use efficacy or safety of any of the Services, regardless Products or the use to be made by any purchaser of the form Products or any claim arising out of action, whether in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from relating to the use of the Services.FHP's trademark or other name, logo or emblem; and (c) If, other act or omission of FHP in connection with the manufacture, marketing, distribution and sale of the Products. 12.3 Each party hereto shall give prompt written notice to the other party of any claim, lawsuit, actual or threatened claim which might give rise to a claim for indemnification hereunder. If the facts giving rise to any indemnification hereunder shall involve any actual or threatened claim or demand brought by a any third party against either party hereto (the "Indemnified PartyIndemnitee"), the Indemnified Party asserts it is entitled Indemnitee shall give notice of such fact to indemnification and defense from the other party against whom such claim for indemnification is or will be made (the "Indemnifying PartyIndemnitor"). The Indemnitor shall then be entitled (without prejudice to the right of the Indemnitee to participate at its own expense through counsel of its own choosing) pursuant to this Agreementdefend such claim in the name of the Indemnitee at the expense of the Indemnitor and through any counsel of the Indemnitor's own choosing, reasonably satisfactory to the Indemnified Party shall provide prompt Indemnitee, if the Indemnitor gives written notice of its intention to do so to the Indemnifying Party Indemnitee within thirty days after receipt of such claim, lawsuit the aforesaid notice from the Indemnitee. Whether or demand, and shall tender not the defense of such claim, lawsuit, or demand Indemnitor chooses to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party shall not be liable for settlements by the Indemnified Party of so defend any such claim, demand, or lawsuit unless the Indemnifying Party has approved the settlement all parties hereto shall cooperate in advance or unless the defense thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably required in connection therewith. No claim shall be settled for which any Indemnitor shall be liable without the consent of the claimIndemnitor, demand, or lawsuit has been tendered to the Indemnifying Party, in writing, and the Indemnifying Party has failed promptly to undertake the defensewhich consent shall not be unreasonably withheld.

Indemnifications. (a) AT&T shall be indemnified, defended, 9.01 Seller agrees to indemnify and held hold harmless by CUSTOMER against all claims, losses, or damages awarded, to the extent that they arise from the use of the Services, regardless of the form of action, whether in contract, tort (including AT&T's active or passive negligence), warranty, or strict liability, involvingPurchaser from: (1) Claims for libel, slander, invasion of privacy, a. Any and all damages or infringement of copyright arising deficiencies resulting from any communication not initiated by AT&T misrepresentation, breach of warranty or its agent; (2) Claims for patent infringement arising from combining or using nonfulfillment of any covenants on the Services in connection with facilities or equipment furnished by others, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out part of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER Seller under this Agreement. (b) CUSTOMER shall be indemnifiedb. Any and all actions, defended suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees, expenses incident to any of the foregoing. c. Any and held harmless by AT&T against all claims, losses or damages awarded, liabilities as they relate to the extent that they arise personal property being transferred under this Purchase and Sale Agreement which are not specifically set forth. 9.02 Purchaser agrees to indemnify and hold Seller harmless from: a. Any and all damages or deficiencies resulting from use any misrepresentation, breach of warranty or no fulfillment of any covenant on the part of Purchaser under this Agreement b. Any and all actions, suits, proceeding, demands, assessments, judgments, costs, reasonable attorney's fees and expenses incident to any of the Servicesforegoing. 9.03 Any party having an indemnification claim hereunder ("Indemnitee") shall give the other party "Indemnitor") prompt notice in writing of any claim by any third party which gives rise to a claim for indemnification hereunder, regardless and of any alleged breach of any of the form of action, whether representations and warranties contained in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from the use this Agreement. As to any alleged breach of the Services. representations or warranties, written notice shall contain a statement setting forth the nature of the alleged breach or breaches. The Indemnitor shall have thirty (c30) If, in connection with days after the delivery of such notice to cure or contest any claim, lawsuit, or demand brought such claim by a third party against either party or any such alleged breach or breaches. At its option, to be exercised within thirty (the "Indemnified Party")30) days of such notice, the Indemnified Party asserts Indemnitor may defend against any such action or proceeding with counsel of its choice, at the Indemnitor's expense, it is entitled to indemnification and defense from being understood, however, that the other party (the "Indemnifying Party") pursuant to this Agreement, the Indemnified Party Indemnitor's designation of counsel shall provide prompt written notice be subject to the Indemnifying Party approval of such claimthe indemnitee, lawsuit or demand, and shall tender the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party which approval shall not be liable for settlements unreasonably withheld. Additionally, at its own expense the Indemnitee may participate in any such defense with counsel of its choice. As long as the defense is being handled by the Indemnified Party of Indemnitor, the Indemnitee shall not settle any such claim, demandaction or proceeding without prior written consent of the Indemnitor, except that if the Indemnitee does elect to settle the matter without such consent, the Indemnitor shall be released from the terms of this indemnification. Notwithstanding the foregoing, in the event the Indemnitor elects not to defend any such claim, action, or lawsuit unless proceeding, the Indemnifying Party has approved Indemnitee may do so, in which event the Indemnitor shall continue to indemnify the Indemnitee for any liabilities, losses and damages incurred by the Indemnitee, including any settlement in advance or unless payments and for the defense reasonable costs and expenses of this counsel. 9.04 All indemnifications made herein by Purchaser and Seller shall survive the closing of this transaction and shall enure to the benefit of the claimPurchaser's and Seller's heirs, demandassigns, or lawsuit has been tendered to the Indemnifying Partyagents, in writingprincipals, and the Indemnifying Party has failed promptly to undertake the defensemembers and/or shareholders.

Indemnifications. (a) AT&T shall be indemnifiedFrom and after the Closing Date, defendedPurchaser hereby agrees to indemnify, protect, reimburse and hold harmless Seller and Seller's shareholders, officers, directors, successors and assigns, and held harmless by CUSTOMER each of them (hereinafter collectively referred to as the "Seller Group"), from and against any and all claimsLiabilities, damages, losses, obligations, penalties, claims, actions, litigations, Proceedings, demands, defenses, judgments, suits, costs, disbursements and expenses, including, but not limited to, reasonable attorneys' fees and expenses, or damages awardeddiminution of value, whether or not involving a third party claim (hereinafter collectively referred to as the extent that they arise from the use "Damages") of whatsoever kind and nature, imposed upon, incurred by or asserted or awarded against any of the ServicesSeller Group directly or indirectly arising out of, regardless relating to or resulting from (i) Purchaser's breach of any agreement, covenant, term, condition or provisions contained herein or Purchaser's failure to perform any agreements, covenant, term, condition or provision on its part to be performed, or (ii) Purchaser's misrepresentation or breach of any representation or warranty made by Purchaser hereunder as if such representation or warranty were made both on the date hereof and as of the form of action, whether in contract, tort (including AT&T's active or passive negligence), warrantyClosing Date, or strict liability, involving: (1) Claims for libel, slander, invasion of privacy, any material misstatement or infringement of copyright arising from omission in any communication not initiated certificate or schedule delivered or caused to be delivered by AT&T Purchaser pursuant to or its agent; (2) Claims for patent infringement arising from combining or using the Services in connection with facilities or equipment furnished by others, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out furtherance of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER under this Agreementtransactions contemplated hereby. (b) CUSTOMER shall be indemnifiedFrom and after the Closing Date, defended and held harmless by AT&T against all claims, losses or damages awarded, subject to the extent that they arise threshold set forth in paragraph 7(f) below, Seller hereby agrees to indemnify, protect, reimburse and hold harmless Purchaser and Purchaser's shareholders, officers, directors, successors and assigns, and each of them (hereinafter collectively referred to as the "Purchaser Group") from use and against any and all Damages of whatsoever kind and nature, imposed upon, incurred by or asserted or awarded against any of the ServicesPurchaser Group directly or indirectly arising out of, regardless relating to or resulting from (i) any Liabilities or obligations of Seller including, without limitation, the Seller Retained Liabilities; (ii) Seller's breach of any agreement, covenant, term, condition or provision contained herein or Seller's failure to perform any agreement, covenant, term, condition or provision on its part to be performed hereunder; (iii) Seller's misrepresentation or breach of any representation or warranty made by Seller hereunder as if such representation or warranty were made both on the date hereof and as of the form of actionClosing Date, whether or any misstatement or omission in contractany certificate, tort (including CUSTOMER's active schedule, application, exhibit, the Disclosure Schedule or passive negligence), warranty, strict liability, intellectual property infringement any other document delivered or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark caused to be delivered by Seller pursuant to or trade secret infringements arising solely from the use in furtherance of the Servicestransactions contemplated hereby; (iv) Seller's breach of paragraph 8(a)(vii); or (v) Damages to Purchaser caused by Seller's stockholders. (c) If, in connection with any claim, lawsuit, or demand brought by A party making a third party against either party claim for indemnification hereunder (hereinafter referred to as the "Indemnified Party"), the Indemnified Party asserts it is entitled to indemnification and defense from shall give the other party (hereinafter referred to as the "Indemnifying Party") pursuant written notice of such claim within a reasonable time from the actual discovery of same (the "Indemnification Notice"); provided, however, that the failure to this Agreementgive such notice will not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party except to the extent that the Indemnifying Party demonstrates actual prejudice as a result thereof. Any such Indemnification Notice shall be accompanied by a copy of documents which have been served upon the Indemnified Party, if any. (i) With respect to claims for indemnification relating to an action, claim, demand or Proceeding of a third party, the Indemnifying Party shall, subject to the rights of or duties to any insurer, reinsurer or other Person having liability therefor, have the option to assume, at the Indemnifying Party's sole cost and expense, the control of the defense of any legal proceedings, including employment of counsel reasonably satisfactory to the Indemnified Party, provided each of the following conditions are satisfied (collectively, the "Defense Conditions"): (A) the Indemnifying Party gives written notice thereof to the Indemnified Party no later than twenty (20) days from the date of receipt of the Indemnification Notice (the "Assumption Notice"); (B) the Indemnifying Party is not also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate; (C) the Indemnified Party determines in good faith that joint representation would not be inappropriate due to a conflict of interest; (D) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have sufficient financial resources to defend against the claims raised in the Proceeding and fulfill its indemnification obligations hereunder; (E) the claim involves only money damages and does not seek an injunction or other equitable relief (however, if the claim seeks equitable relief, the Indemnified Party shall provide prompt written notice to will control, at its option, the defense of the Proceeding at the Indemnified Party's cost), and (F) the Indemnifying Party of such claim, lawsuit or demand, and shall tender conducts the defense of such claimclaim actively and diligently. If the Indemnifying Party shall have exercised its right to assume control and established its right to do so, lawsuitthe Indemnified Party may, or demand in its sole discretion and at its sole cost and expense, employ counsel to represent it in addition to counsel employed by the Indemnifying Party. If the Indemnifying Party exercises its right to assume control, it will be conclusively established for purposes of this Agreement that the claims made in that proceeding are within the scope and subject to indemnification. The Indemnified Party shall cooperate with the Indemnifying Party assuming control of legal proceedings and shall make available all pertinent information under the control of the Indemnified Party as to such legal proceedings and shall make appropriate personnel reasonably available for discovery and trial. In addition, in no event will Purchaser be entitled to indemnification of any Damages incurred by it in excess of the Purchase Price. In the event that the Indemnifying Party shall cooperate in every reasonable manner with exercise its right to undertake control of the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party shall not be liable for settlements by the Indemnified Party of any such claimlegal proceedings, demand, or lawsuit unless the such Indemnifying Party has approved the settlement in advance may only compromise or unless the defense of the claim, demand, or lawsuit has been tendered to the Indemnifying Party, in writing, and the Indemnifying Party has failed promptly to undertake the defense.settle such legal proceeding on behalf

Indemnifications. (a) AT&T NIKE shall be indemnifieddefend, defendedindemnify and hold harmless UNIVERSITY, its officers, employees and held harmless by CUSTOMER agents (each, a “UNIVERSITY Party” and collectively, "UNIVERSITY Parties") from and against all suits, actions, claims, judgments, damages, losses, liabilities, costs and expenses, but excluding attorney fees, (“Claims”) incurred by any UNIVERSITY Parties arising out of or damages awardedrelating to: (i) NIKE's breach of any material term of this Agreement; or (ii) the acts or omissions of NIKE, or those of its employees and/or agents; provided NIKE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim; and further provided that any indemnity provided by NIKE shall be in proportion to and to the extent that they arise from the use of the Servicesnegligence or willful misconduct of NIKE Parties. In any instance to which the foregoing indemnities pertain, regardless of the form of action, whether UNIVERSITY Parties shall cooperate fully with and assist NIKE in contract, tort (including AT&T's active or passive negligence), warranty, or strict liability, involving: (1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from any communication not initiated by AT&T or its agent; (2) Claims for patent infringement arising from combining or using the Services all respects in connection with facilities any such defense, and no UNIVERSITY Party shall enter into a settlement of such Claim or equipment furnished by others, provided that such claim would not have arisen if admit liability or fault on the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out part of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMERNIKE without NIKE's Intermediate Carriers or End Users related to the Services provided to CUSTOMER under this Agreementprior written approval. (b) CUSTOMER UNIVERSITY shall be indemnifieddefend, defended indemnify and held hold harmless by AT&T NIKE, its directors, officers, employees, agents and assigns (“NIKE Parties”), from and against all claimsClaims incurred by any NIKE Parties arising out of or relating to: (i) a claim that a UCLA ▇▇▇▇ violates or infringes upon the trademark, losses copyright or damages awarded, other right of any third party; (ii) a claim that NIKE's use of any Coach Property (to the extent specifically authorized by UNIVERSITY in writing) violates the rights of publicity, right of privacy or any other right of any Coach; (iii) UNIVERSITY’s breach of any material term of this Agreement; or (iv) the acts or omissions of any UNIVERSITY Party; provided UNIVERSITY is given prompt written notice of any such Claim; and further provided that they arise from use any indemnity provided by UNIVERSITY shall be in proportion to and to the extent of the Servicesnegligence or willful misconduct of UNIVERSITY Parties. In any instance to which the foregoing indemnities pertain, regardless of the form of action, whether NIKE shall cooperate fully with and assist UNIVERSITY in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from the use of the Services. (c) If, all respects in connection with any claim, lawsuit, or demand brought by a third party against either party (the "Indemnified Party"), the Indemnified Party asserts it is entitled to indemnification and defense from the other party (the "Indemnifying Party") pursuant to this Agreement, the Indemnified Party shall provide prompt written notice to the Indemnifying Party of such claim, lawsuit or demanddefense, and NIKE shall tender the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or not enter into a settlement of such claim, lawsuit, Claim or demand. The Indemnifying Party shall not be liable for settlements by admit liability or fault on the Indemnified Party part of any such claim, demand, or lawsuit unless the Indemnifying Party has approved the settlement in advance or unless the defense of the claim, demand, or lawsuit has been tendered to the Indemnifying Party, in writing, and the Indemnifying Party has failed promptly to undertake the defenseUNIVERSITY without UNIVERSITY’s prior written approval.

Indemnifications. (a) AT&T shall be indemnified, defended, 9.01 Seller agrees to indemnify and held hold harmless by CUSTOMER against all claims, losses, or damages awarded, to the extent that they arise from the use of the Services, regardless of the form of action, whether in contract, tort (including AT&T's active or passive negligence), warranty, or strict liability, involvingPurchaser from: (1) Claims for libel, slander, invasion of privacy, A. Any and all damages or infringement of copyright arising deficiencies resulting from any communication not initiated by AT&T misrepresentation, breach of warranty or its agent; (2) Claims for patent infringement arising from combining or using non-fulfillment of any covenants on the Services in connection with facilities or equipment furnished by others, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out part of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER Seller under this Agreement. (b) CUSTOMER shall be indemnifiedB. Any and all actions, defended suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys fees, expenses incident to any of the foregoing. C. Any and held harmless by AT&T against all claims, losses or damages awarded, liabilities as they relate to the extent that they arise personal property being transferred under this Purchase and Sale Agreement which are not specifically set forth. 9.02 Purchaser agrees to indemnify and hold Seller harmless from: A. Any and all damages or deficiencies resulting from use any misrepresentation, breach of warranty or non- fulfillment of any covenant on the part of Purchaser under this Agreement B. Any and all actions, suits, proceeding, demands, assessments, judgments, costs, reasonable attorney's fees and expenses incident to any of the Servicesforegoing. 9.03 Any party having an indemnification claim hereunder ("Indemnitee") shall give the other party ("Indemnitor") prompt notice in writing of any claim by any third party which gives rise to a claim for indemnification hereunder, regardless and of any alleged breach of any of the form of action, whether representations and warranties contained in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from the use this Agreement. As to any alleged breach of the Services. representations or warranties, written notice shall contain a statement setting forth the nature of the alleged breach or breaches. The Indemnitor shall have thirty (c30) If, in connection with days after the delivery of such notice to cure or contest any claim, lawsuit, or demand brought such claim by a third party against either party or any such alleged breach or breaches. At its option, to be exercised within thirty (the "Indemnified Party")30) days of such notice, the Indemnified Party asserts Indemnitor may defend against any such action or proceeding with counsel of its choice, at the Indemnitor's expense, it is entitled to indemnification and defense from being understood, however, that the other party (the "Indemnifying Party") pursuant to this Agreement, the Indemnified Party Indemnitor's designation of counsel shall provide prompt written notice be subject to the Indemnifying Party approval of such claimthe Indemnitee, lawsuit or demand, and shall tender the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party which approval shall not be liable for settlements unreasonably withhold. Additionally, at its own expense the Indemnitee may participate in any such defense with counsel of its choice. As long as the defense is being handled by the Indemnified Party of Indemnitor, the Indemnitee shall not settle any such claim, demandaction or proceeding without prior written consent of the Indemnitor, except that if the Indemnitee does elect to settle the matter without such consent, the Indemnitor shall be released from the terms of this indemnification. Notwithstanding the foregoing, in the event the Indemnitor elects not to defend any such claim, action, or lawsuit unless proceeding, the Indemnifying Party has approved Indemnitee may do so, in which event the Indemnitor shall continue to indemnify the Indemnitee for any liabilities, losses and damages incurred by the Indemnitee, including any settlement in advance or unless payments and for the defense reasonable costs and expenses of this counsel. 9.04 All indemnifications made herein by Purchaser and Seller shall survive the closing of this transaction and shall inure to the benefit of the claimPurchaser's and Seller's heirs, demandassigns, or lawsuit has been tendered to the Indemnifying Partyagents, in writingprincipals, and the Indemnifying Party has failed promptly to undertake the defensemembers and/or shareholders.

Indemnifications. (a) AT&T shall Notwithstanding any of the following, CLIENT will not be indemnified, defended, and held harmless by CUSTOMER against all claims, losses, or damages awarded, liable to indemnify SOFTBANK under the terms of any provision to the extent that they arise from SOFTBANK's liability is in any way the use result of the Services, regardless of the form of action, whether in contract, tort (including AT&TSOFTBANK's active or passive negligence), warranty, or strict liability, involving:error. (1a) Claims for libel, slander, invasion of privacy, or infringement of copyright arising CLIENT shall indemnify and hold SOFTBANK harmless from any communication not initiated by AT&T demands, claims or its agent; (2) Claims suits from third parties for patent infringement arising from combining damages or using the Services in connection with facilities or equipment furnished by othersexpenses, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims including attorneys' fees, arising out of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T CLIENT's products by any of CUSTOMERend-users or SOFTBANK's Intermediate Carriers or End Users related to the Services provided to CUSTOMER under this Agreement. (b) CUSTOMER shall be indemnified, defended and held harmless by AT&T against all claims, losses or damages awarded, to the extent that they arise from use of the ServicesCLIENT provided resources or information including, regardless but not limited to, suits or proceedings based upon (i) a claim of the form of action, whether in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims wrongful use of any patent, copyright, trademark or trade secret infringements arising solely from the or other right of any third party; or (ii) a claim of product defect or failure to conform to published specifications; or (iii) claims related to SOFTBANK's providing technical support assistance to CLIENT's customers based upon information provided by CLIENT; or (iv) SOFTBANK's authorized use of CLIENT's Confidential Information, in SOFTBANK's performance of this Agreement as provided herein; or (v) a claim of an unfair or deceptive act and practice of the ServicesCLIENT; or (vi) any acts, which do not comply with applicable State or Federal law and were performed by SOFTBANK at the direction of the CLIENT. (cb) If, in connection with any claim, lawsuit, or demand brought In the event the CLIENT decides to obtain its own telephone carrier to be used by a third party against either party (the "Indemnified Party")SOFTBANK, the Indemnified Party asserts it is entitled CLIENT shall not hold SOFTBANK liable and shall indemnify and hold SOFTBANK harmless from any demands, claims or suits for damages or expenses, including attorneys' fees and costs arising from suits or proceedings based upon a claim resulting from any disruption of telephone service to indemnification and defense from the other party (the "Indemnifying Party") pursuant SOFTBANK which renders SOFTBANK unable to perform its services as stated in this Agreement. SOFTBANK shall indemnify and hold CLIENT harmless from any demands, claims or suits from third parties for damages or expenses, including attorneys' fees, arising out of (i) any and all claims that the Indemnified Party shall provide prompt written notice to the Indemnifying Party of such claimServices provided under this Agreement infringe any patent, lawsuit copyright, trade secret or demand, and shall tender the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party shall not be liable for settlements by the Indemnified Party other right of any such claim, demand, third party; or lawsuit unless the Indemnifying Party has approved the settlement in advance (ii) any and all claims related to SOFTBANK's providing technical support assistance to CLIENT's customers which is not based upon information provided by CLIENT; or unless the defense (iii) SOFTBANK's unauthorized use of the claim, demand, CLIENT's Confidential Information; or lawsuit has been tendered to the Indemnifying Party, in writing, (iv) any and the Indemnifying Party has failed promptly to undertake the defenseall claims of unfair or deceptive acts and practices of SOFTBANK; or (v) any and all acts which do not comply with applicable State or Federal law and were performed by SOFTBANK.

Indemnifications. (a) AT&T shall be indemnified, defended, 9.01 Seller and held ▇▇▇▇▇▇▇ agrees to indemnify and hold harmless by CUSTOMER against all claims, losses, or damages awarded, to the extent that they arise from the use of the Services, regardless of the form of action, whether in contract, tort (including AT&T's active or passive negligence), warranty, or strict liability, involvingPurchaser from: (1) Claims for libel, slander, invasion of privacy, a. Any and all damages or infringement of copyright arising deficiencies resulting from any communication not initiated by AT&T misrepresentation, breach of warranty or its agent; (2) Claims for patent infringement arising from combining or using non-fulfillment of any covenants on the Services in connection with facilities or equipment furnished by others, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out part of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER Seller under this Agreement. (b) CUSTOMER shall be indemnifiedb. Any and all actions, defended suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys fees, expenses incident to any of the foregoing. c. Any and held harmless by AT&T against all claims, losses or damages awarded, liabilities as they relate to the extent that they arise personal property being transferred under this Purchase and Sale Agreement which are not specifically set forth. 9.02 Purchaser agrees to indemnify and hold Seller harmless from: a. Any and all damages or deficiencies resulting from use any misrepresentation, breach of warranty or non- fulfillment of any covenant on the part of Purchaser under this Agreement b. Any and all actions, suits, proceeding, demands, assessments, judgments, costs, reasonable attorney's fees and expenses incident to any of the Servicesforegoing. 9.03 Any party having an indemnification claim hereunder (Indemnitee") shall give the other party ("Indemnitor") prompt notice in writing of any claim by any third party which gives rise to a claim for indemnification hereunder, regardless and of any alleged breach of any of the form of action, whether representations and warranties contained in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from the use this Agreement. As to any alleged breach of the Services. representations or warranties, written notice shall contain a statement setting forth the nature of the alleged breach or breaches. The Indemnitor shall have thirty (c30) If, in connection with days after the delivery of such notice to cure or contest any claim, lawsuit, or demand brought such claim by a third party against either party or any such alleged breach or breaches. At its option, to be exercised within thirty (the "Indemnified Party")30) days of such notice, the Indemnified Party asserts Indemnitor may defend against any such action or proceeding with counsel of its choice, at the Indemnitor's expense, it is entitled to indemnification and defense from being understood, however, that the other party (the "Indemnifying Party") pursuant to this Agreement, the Indemnified Party Indemnitor's designation of counsel shall provide prompt written notice be subject to the Indemnifying Party approval of such claimthe indemnitee, lawsuit or demand, and shall tender the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or settlement of such claim, lawsuit, or demand. The Indemnifying Party which approval shall not be liable for settlements unreasonably withhold. Additionally, at its own expense the Indemnitee may participate in any such defense with counsel of its choice. As long as the defense is being handled by the Indemnified Party of Indemnitor, the Indemnitee shall not settle any such claim, demandaction or proceeding without prior written consent of the Indemnitor, except that if the Indemnitee does elect to settle the matter without such consent, the Indemnitor shall be released from the terms of this indemnification. Notwithstanding the foregoing, in the event the Indemnitor elects not to defend any such claim, action, or lawsuit unless proceeding, the Indemnifying Party has approved Indemnitee may do so, in which event the Indemnitor shall continue to indemnify the Indemnitee for any liabilities, losses and damages incurred by the Indemnitee, including any settlement in advance or unless payments and for the defense reasonable costs and expenses of this counsel. 9.04 All indemnifications made herein by Purchaser and Seller shall survive the closing of this transaction and shall enure to the benefit of the claimPurchaser's and Seller's heirs, demandassigns, or lawsuit has been tendered to the Indemnifying Partyagents, in writingprincipals, and the Indemnifying Party has failed promptly to undertake the defensemembers and/or shareholders.

Indemnifications. (a) AT&T shall be indemnifiedNycomed hereby agrees to indemnify, defendeddefend and hold harmless TMC, all Affiliates of TMC and held harmless by CUSTOMER against all officers, directors, employees and agents thereof from all liabilities, claims, damages, losses, or damages awardedcosts, to the extent that they arise from the use of the Servicesexpenses, regardless of the form of actiondemands, whether in contract, tort suits and actions (including AT&T's active or passive negligence)without limitation attorneys’ fees, warrantyexpenses and settlement costs) (collectively, or strict liability, involving: (1“Damages”) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from any communication not initiated by AT&T or its agent; (2) Claims for patent infringement arising from combining or using the Services in connection with facilities or equipment furnished by others, provided that such claim would not have arisen if the Services had not been combined or used in connection with facilities or equipment furnished by others; (3) Claims arising out of: (i) Nycomed’s breach of the use of the Services in an explosive atmosphere; (4) Claims brought against AT&T by any of CUSTOMER's Intermediate Carriers or End Users related to the Services provided to CUSTOMER its obligations under this Agreement, the QA Agreements or the Pharmacovigilance Agreement; or (ii) Nycomed’s making representations or warranties which are not authorized by TMC hereunder. (b) CUSTOMER shall be indemnifiedTMC hereby agrees to indemnify, defended defend and held hold harmless by AT&T against Nycomed, Affiliates of Nycomed and all claimsofficers, losses directors, employees and agents thereof from all Damages arising out of: (i) TMC’s breach of any of its obligations under this Agreement, the QA Agreements or the Pharmacovigilance Agreement; (ii) the Product infringing on the intellectual property rights of third parties or misappropriating any trade secrets of third parties; or (iii) personal injuries or damages awarded, suffered by third parties due to the extent that they arise from use of Product not conforming to the Services, regardless of the form of action, whether warranty set forth in contract, tort (including CUSTOMER's active or passive negligence), warranty, strict liability, intellectual property infringement or AT&T/CUSTOMER CONFIDENTIAL AND PROPRIETARY DRAFT misappropriation involving claims of patent, copyright, trademark or trade secret infringements arising solely from the use of the ServicesSection 18.1 above. (c) IfIn the event a claim is based partially on an indemnified claim described in Sections 18.3(a) and/or 18.3(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 18.3(a) above and partially on a claim described in Section 18.3(b) above, any payments and reasonable attorney fees incurred in connection with any claim, lawsuit, or demand brought by a third party against either party such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party. (the "Indemnified Party"), the Indemnified d) The indemnified Party asserts under this Section 18.3 hereby agrees that (i) it is entitled to indemnification and defense from the other party (the "Indemnifying Party") pursuant to this Agreement, the Indemnified Party shall provide prompt will give written notice to the Indemnifying indemnifying Party of such claim, lawsuit or demand, each claim for which it seeks indemnification hereunder and that the indemnifying Party shall tender have sole control and authority with respect to the defense of such claim, lawsuit, or demand to the Indemnifying Party. The Indemnifying Party shall cooperate in every reasonable manner with the defense or and settlement of such claim, lawsuit, or demand. The Indemnifying Party shall not be liable for settlements by the Indemnified Party of any such claim; and (ii) the indemnified Party shall cooperate fully with the indemnifying Party, demandat the indemnifying Party’s sole cost and expense, or lawsuit unless the Indemnifying Party has approved the settlement in advance or unless the defense of any such claim. The indemnifying Party shall not accept any settlement which imposes liability not covered by this indemnification or restrictions on the claimindemnified Party without the indemnified Party’s prior written consent, demandwhich consent shall not be unreasonably withheld or delayed. (e) In the event that the Product is held in a suit or proceeding to infringe any intellectual property rights or misappropriate any trade secrets of a third party and the use of such Product is enjoined, or lawsuit has been tendered TMC reasonably believes that it is likely to be found to infringe or constitute a misappropriation or likely to be enjoined, then TMC shall, at its sole cost and expense, either (i) procure for Nycomed the Indemnifying Partyright to continue distributing the Product; or (ii) modify the Product so that it becomes non-infringing. If TMC determines, in writingits reasonable discretion, that neither (i) nor (ii) are commercially practicable, then TMC may terminate this Agreement upon giving Nycomed ninety (90) days prior written notice. (f) TMC shall have no obligation for any claim of infringement or misappropriation arising from: (i) any combination by Nycomed of the Product with products not supplied or approved in writing by TMC, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Product not performed by TMC, where such infringement would not have occurred but for such adaptation or modification; (iii) the use of the Product for an Indication for which it was not approved, where such infringement would not have occurred but for such use; or (iv) a claim based on intellectual property rights owned by Nycomed or any of its Affiliates. (g) This Section 18.3 states Nycomed’s sole remedy and TMC’s exclusive liability in the Indemnifying Party has failed promptly to undertake event that a Product infringes on the defenseintellectual property rights of, or misappropriates the trade secrets of, any third party.