Common use of Indemnifications Clause in Contracts

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted and Filed Separately with the Commission.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted providing adequate protection for Licensor and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates Licensor and shall hold them h6ld it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b7(b) (v) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licensor and contractual liability coverage *Confidential Portions Omitted and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and the delivery of the policy or certificate are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates affiliates, and shall hold them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, trademark or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or devicedevice on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to 8(bParagraph 7(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted providing adequate protection for Licensor and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, expense arising out of any claims or suits which may be brought or made against Licensee by reason of the material breach by Licensor of the Licensor's warranties or representations as set forth in Paragraph 12 ___ hereof, provided that Licensee shall give prompt written notice, notice and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, provided further, that Licensor may elect, but shall not have the option obligation, to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor (which shall include for purposes of this subparagraph Licensor's affiliated companies and its and their officers, Time Warner Entertainment Companydirectors, L.P. ("TWE"employees and representatives) and each of its affiliates and shall hold them it harmless from front any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor (i) by reason of: of (iA) any breach of Licensee's covenants and undertakings hereunder; , including without limitation those set forth in Paragraphs 2(b) and hereof, (iiB) any unauthorized use by Licensee of the Licensed Property; Products or the Licensed Materials, (iiiC) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, --------------- * Confidential portion omitted and filed separately with the Securities Exchange Commission. method or device; , except for those users of the Licensed Materials that are specifically approved by Licensor pursuant to the terms of this Agreement, (ivD) Licensee's noncompliance Licensee non-compliance with any applicable federal, state or local laws law or with any other applicable regulations; and , (vE) any alleged defects __________ and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof, or (ii) by Nintendo base on a claim that Licensee or any permitted sublicensee or subcontractor does not have the right to manufacture, or have manufactured, the Licensed Products in a format compatible with the Nintendo Game System. (c) With regard to 8(b9(b)(i)(E) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted advertising insurance providing adequate protection for Licensor and Filed Separately with Licensee against any such claims or suits in amounts no less than Two Million Dollars ($2,000,000) per occurrence, combined single limits. Promptly following the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor fully paid policies or certificates of insurance naming Licensor as an additional insured party and requiting that the insurer(s) shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. Content Provider shall indemnify and hold harmless UnraveledTV, its affiliated companies and their respective owners, officers, directors, employees, consultants and agents from all liabilities, damages, costs and expenses (aincluding, without limitation, reasonable counsel fees and expenses) During the Term(each a “Liability”, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from collectively referred to herein as “Liabilities”) incurred in connection with any loss, liability, damage, cost or expense, claim arising out of Content Provider breach of any representation or obligation hereunder, including any claim that Content Provider lacks the authority to grant the rights, including Electronic Streaming rights granted herein, or incurred in the settlement or avoidance of any such Liabilities. The provisions of this Section shall apply, without limitation, to claims or suits which may be brought or made by either party against Licensee by reason the other. Pending the disposition of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and providedaction, further, that Licensor UnraveledTV shall have the option right to undertake and conduct the defense withhold payment of such portion of any suit so broughtmonies which may be payable by UnraveledTV to Content Provider hereunder as shall be reasonably related to the amount of the claim and estimate counsel fees. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee UnraveledTV shall indemnify Licensorand hold harmless Content Provider, Time Warner Entertainment Companyits affiliated companies and their respective owners, L.P. ("TWE") officers, directors, employees, consultants and each of its affiliates and shall hold them harmless agents from all Liabilities incurred in connection with any loss, liability, damage, cost or expense claim arising out of UnraveledTV’s breach of any representation or obligation hereunder or incurred in the settlement or avoidance of any such Liabilities. Notwithstanding the foregoing, Content Provider hereby acknowledges that no owner, employee, officer, director, consultant or agent of UnraveledTV shall be individually responsible for indemnifying Content Provider for such Liabilities, except as permitted by law. The provision of this Section shall apply, without limitation, to claims brought by either party against the other. Pending the disposition of any such claim or suits action, Content Provider shall have the right to withhold payment of such portion of any monies which may be brought or made against Licensorpayable by Content Provider to UnraveledTV hereunder as shall be reasonably related to the amount of the claim and estimate counsel fees. To assert its rights of indemnification hereunder in cases involving third-party claims, TWE or any of its affiliates, by reason ofthe party seeking indemnification must: (i) promptly notify the indemnifying party of any breach of Licensee's covenants and undertakings hereunderclaim or legal proceeding which gives rise to such right; (ii) afford the indemnifying party the opportunity to participate in, or fully control, any unauthorized use by Licensee proceeding and the compromise, settlement, resolution or other disposition of the Licensed Propertysuch claim or proceeding; and (iii) any use fully cooperate with the indemnifying party, at the indemnifying party’s expense, in such indemnifying party’s participation in, and control of any trademarkproceeding and the compromise, settlement, resolution or copyright (except trademarks other disposition of such claim or copyrights in proceeding; provided, however, that if such compromise, settlement, resolution or other disposition could have an adverse effect on the Licensed Property used in accordance with indemnified party, the terms of this Agreement)indemnified party’s consent to such compromise, designsettlement, patent, process, method resolution or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereofdisposition shall be required but shall not be unreasonably withheld. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted and Filed Separately with the Commission.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify hereby indemnifies Licensee and shall hold it harmless from any loss, liability, damage, cost or expenseexpense (including reasonable counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee it by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofany provision of this Agreement, provided that Licensee it shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related theretobrought at its expense. (b) During the Term, Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") agrees to hold Licensor and each of its affiliates and shall hold them NAMATH harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claim or suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of any unauthorized use by it in connection with the Licensee's business or the Name and Character covered by this Agreement. (c) Licensee hereby indemnifies and agrees to hold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits (whether groundless or not), which may be brought or made against Licensor, TWE Licensor or any NAMATH arising out of its affiliates, by reason of: (i) any breach the advertising or promotion of the Licensee's covenants business (irrespective of Licensor's conduct and undertakings hereunder; (ii) relation thereto except for Licensor's or NAMATH's gross negligence or willful act), provided that the Licensor and NAMATH gives prompt written notice, cooperation and assistance to it relative to any unauthorized use by such suit or claim, and provided further that Licensee of shall have the Licensed Property; (iii) any use option to undertake and conduct the defense of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b) above, suit so brought at its expense. Licensee agrees to obtainobtain and maintain, at its own cost and expense, Comprehensive Commercial General Liability Insuranceinsurance covering NAMATH in the minimum amount of $20,000,000.00, including product liability with Licensor and contractual liability coverage *Confidential Portions Omitted NAMATH being named as a beneficiary and Filed Separately insured under the said policy of insurance as their interest may appear. Licensee shall cause a Certificate of Insurance (with the Commissionall riders and endorsements) to be issued to Licensor within thirty (30) days from date hereof and shall instruct its insurer to notify Licensor of any actual, threatened or prospective cancellation, termination or modification of such policy. Licensee shall promptly reimburse Licensor for any premiums or any other expenses Licensor incurs in order to obtain or maintain such insurance because of Licensee's failure to do so. Such reimbursements shall not cure or excuse Licensee's default in obtaining or maintaining such insurance.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, a. Licensor shall indemnify hereby indemnifies Licensee and shall hold it harmless from any loss, liability, damage, cost or expenseexpense (including reasonable counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee it by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 paragraph 11 hereof, provided that Licensee it shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, b. Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") agrees to hold Licensor and each of its affiliates and shall hold them NAMATH harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claim or suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of any unauthorized use by it in connection with the Endorsed Products of the Name and Character covered by this Agreement. c. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits (whether groundless or not), which may be brought or made against Licensor, TWE Licensor or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee NAMATH arising out of the Licensed Property; manufacture, offer, sale, advertising or promotion of the Endorsed Products made by or for it (iii) any use irrespective of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this AgreementLicensor's conduct and relation thereto), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) as well as any alleged defects and/or or inherent dangers (whether obvious or hidden) in the Licensed said Endorsed Products or the use thereof. (c) With regard , provided that the Licensor and NAMATH gives prompt written notice, cooperation and assistance to 8(b) aboveit relative to any such suit or claim, and provided further that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensee agrees to obtainobtain and maintain, at its own cost and expense, Comprehensive Commercial General Liability Insurance, including product liability insurance covering all Endorsed Products in the minimum amount of $10,000,000.00 with Licensor and contractual liability coverage *Confidential Portions Omitted NAMATH being named as a beneficiary and Filed Separately insured under the said policy of insurance as their interest may appear. Licensee shall cause a Certificate of Insurance (with the Commissionall riders and endorsements) to be issued to Licensor within thirty (30) days from date hereof and shall instruct its insurer to notify Licensor of any actual, threatened or prospective cancellation, termination or modification of such policy. Licensee shall promptly reimburse Licensor for any premiums or any other expenses Licensor incurs in order to obtain or maintain such insurance because of Licensee's failure to do so. Such reimbursements shall not cure or excuse Licensee's default in obtaining or maintaining such insurance.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b7(b)(v) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licensor and contractual liability coverage *Confidential Portions Omitted and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commission.execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, expense arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products Product(s) or the use thereof. (c) With regard to 8(b7(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licensor and contractual liability coverage *Confidential Portions Omitted and Filed Separately Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During Lessee shall have no liability whatsoever for taxes imposed by the TermUnited States of America or any state or political subdivision thereof which are on or measured by the net income of Lessor. Lessee shall report and pay promptly any and all other taxes, fees and assessments due, assessed or levied against Equipment or the purchase, ownership, delivery, leasing, possession, use or operation thereof or upon the rentals or receipts with respect to this Lease and/or any Schedule hereto, including without limitation, all license and registration fees and all sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon, imposed against this Lease, any Schedules hereto, Lessor, Lessee or any Equipment by any foreign, Federal, state, or local government or taxing authority during or relating to the Lease term (collectively, "Taxes"), and continuing after the expiration in addition, Lessee shall reimburse Lessor or termination its assigns upon receipt of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from written request for reimbursement for any loss, liability, damage, cost Taxes charged to or expense, arising out of any claims assessed against Lessor or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written noticeits assigns, and full cooperation Lessee win, on request of Lessor, submit to Lessor written evidence of Lessee's payment thereof. Unless and assistance until Lessor shall elect itself to Licensor relative file or make any report or return with respect to any Tax, Lessee, to the extent possible, will make such claim report or suit and provided, further, that Licensor shall have return in such manner as will show the option to undertake and conduct the defense interest of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor Lessor in the conduct Equipment, and defense of said suit and/or proceedings related theretosend a copy thereof to Lessor. (b) During Lessee hereby agrees to indemnify, save and keep harmless Lessor, its agents, employees, successors and assigns, from and against any and all losses, damages (including indirect, special or consequential), penalties, injuries, claims, actions and suits including legal expenses, of whatsoever kind and nature (including costs and expenses incurred by Lessor in defending claims or suits brought against it by Lessee in violation of or contrary to the Termprovisions of this Lease), in contract or tort, whether caused by the active or passive negligence of Lessor, or otherwise, and continuing including, but in no way limited to, Lessor's strict liability in tort, and Lessee shall at its own expense defend any and all such actions, arising out of the selection, modification, purchase, acceptance or rejection of any Item of Equipment, the ownership of any Item of Equipment during the term of the Lease, and the delivery, lease, possession, maintenance, use, condition (including, without limitation, latent and other defects, whether or not discoverable by Lessor or Lessee, and any claim for patent, trademark or copyright infringement), return of, or operation of any Item of Equipment by whomsoever used or operated or arising out of or resulting from the condition of any Item of Equipment sold or disposed of after use by Lessee, any sublessee or employees of Lessee. The indemnities and assumptions of liability herein provided for shall continue in full force and effect notwithstanding the expiration or termination of this AgreementLease whether by expiration of time, Licensee shall indemnify Licensoroperation or law or otherwise. LESSEE AGREES THAT LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY CLAIM CAUSED DIRECTLY OR INDIRECTLY BY THE INADEQUACY OF ANY ITEM OF EQUIPMENT FOR ANY PURPOSE OR ANY DEFICIENCY OR DEFECT THEREIN OR THE USE OR MAINTENANCE THEREOF OR ANY REPAIRS, Time Warner Entertainment CompanySERVICING OR ADJUSTMENTS THERETO OR ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE ANY THEREOF OR ANY INTERRUPTION OR LOSS OF SERVICE OR USE THEREOF OR ANY LOSS OF BUSINESS, L.P. ("TWE") and each of its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereofALL OF WHICH SHALL BE THE RISK AND RESPONSIBILITY OF LESSEE. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted and Filed Separately with the Commission.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, expense arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereofof such Licensed Products and/or Licensed Premiums. (c) With regard to 8(b7(b)(v) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licensor and contractual liability coverage *Confidential Portions Omitted and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.

Indemnifications. (a) During the Term, a. Licensor and continuing after the expiration or termination of this Agreement, Licensor shall NAMATH hereby indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expenseexpense (including reasonable counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee it by reason of the breach by Licensor or NAMATH of the warranties their warranties, representations or representations as set forth in Paragraph 12 hereofcovenants herein, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor and NAMATH relative to any such claim or suit suit, and provided, further, that Licensor and NAMATH shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled brought with counsel reasonably satisfactory to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related theretoLicensee. (b) During the Term, b. Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") agrees to hold Licensor and each of its affiliates and shall hold them NAMATH harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claim or suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of any unauthorized use by Licensee in connection with the Endorsed Products of the Name and Character covered by this Agreement. c. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits (whether groundless or not), which may be brought or made against Licensor, TWE Licensor or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee NAMATH arising out of the Licensed Property; offer, sale, advertising or promotion of the Endorsed Products (iii) any use of any trademark, other than that arising from Licensor's or copyright (except trademarks NAMATH's negligence or copyrights in the Licensed Property used in accordance with the terms of this Agreementwillful misconduct), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) as well as any alleged defects and/or or inherent dangers (whether obvious or hidden) damage in the Licensed Products Endorsed Products, provided that the Licensor and NAMATH give prompt written notice, cooperation and assistance to it relative to any such suit or claim, and provided further that Licensee shall have the use thereofoption to undertake and conduct the defense of any suit so brought with counsel reasonably satisfactory to Licensor. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted and Filed Separately with the Commission.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, expense arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b7(b)(v) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licensor and contractual liability coverage *Confidential Portions Omitted and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.

Indemnifications. (a) During the TermTenant agrees to indemnify, protect, defend and hold Landlord and Landlord's shareholders, employees, lender and managing agent harmless from and against any and all claims, costs, liabilities, actions, and continuing after damages, including, without limitation, attorneys' fees and costs on behalf of any person or persons, firm or firms, corporation or corporations, arising from any breach or default on the expiration part of Tenant in the performance of any covenant or termination agreement on the part of Tenant to be performed, pursuant to the terms of this AgreementLease, Licensor shall indemnify Licensee and shall hold it harmless or arising from any lossact or negligence on the part of Tenant or its agents, liabilitycontractors, damageservants, cost employees or expenselicensees, or arising out of from any claims accident, injury or suits which may be brought or made against Licensee damage to the extent caused by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofTenant, provided that Licensee shall give prompt written noticeits agents, and full cooperation employees to any person, firm or corporation occurring during the term of this Lease or any renewal thereof, in or about the Premises and assistance to Licensor relative to Office Complex, and from and against all reasonable costs, reasonable counsel fees, expenses and liabilities incurred in or about any such claim or suit action or proceeding brought thereon; and provided, further, that Licensor shall have the option to undertake and conduct the defense in case any action or proceeding be brought against Landlord or its managing agent by reason of any suit so broughtsuch claim, Tenant, upon notice from Landlord, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to Landlord. Licensee Tenant's indemnification shall notnot apply to losses, howeverclaims, be entitled costs and the like arising as a result of the negligence or willful misconduct of Landlord or its agents. Landlord hereby waives all claims against Tenant for damage to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor any property or injury to, or death of, any person in, upon, or about the Office Complex, including the Premises, arising at any time and from any cause other than by reason of those matters covered by Tenant's indemnity in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Termpreceding paragraph. Landlord shall, and continuing after hereby agrees to, indemnify and hold Tenant harmless from any damage to any property or injury to, or death of, any person arising from Landlord's breach of its obligation hereunder, unless the expiration damage is caused by the negligence or willful misconduct of the Tenant, its employees, agents, contractors or representatives. Landlord's foregoing indemnity shall include reasonable attorneys' fees, investigation costs, and all other reasonable costs and expenses incurred by Tenant in any connection therewith; and in case any action or proceeding be brought against Tenant or its managing agent by reason of any such claim, Landlord, upon notice from Tenant, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to Tenant. The provisions of this paragraph shall survive the termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") Lease with regard to any occurrence prior to such termination and each of its affiliates and shall hold them harmless from any loss, liability, resulting damage, cost injury, or expense arising out death. If Tenant is made a party to any litigation commenced by or against Landlord or relating to this Lease, and provided that in any such litigation Tenant is not adjudicated in a court of final appeal to be at fault, then Landlord shall pay all costs and expenses, including actual, but not unreasonable attorneys' fees and court costs incurred by or imposed upon Tenant because of any claims or suits which may such litigation, and the amount of all such costs and expenses including actual but not unreasonable attorneys' fees and court costs shall be brought or made against Licensor, TWE or any of its affiliates, a demand obligation owing by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereofLandlord to Tenant. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted and Filed Separately with the Commission.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates affiliates, and shall hold them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, trademark or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or devicedevice on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to 8(bParagraph 7(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted providing adequate protection for Licensor and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee, BAM Entertainment Ltd and BAM Studios (Europe) Ltd. (collectively, the "Licensee Parties") and shall hold it Licensee Parties harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee ---------- [*] Confidential portions omitted and filed separately with the Commission. Parties by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee Parties shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee Parties shall not, however, be entitled to recover for lost profits. Licensee Parties shall cooperate fully in all respects respect with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright copyright, design, patent, process, method or device (except trademarks or copyrights to the extent such rights are granted in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted providing adequate protection for Licensor and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify hereby indemnifies Licensee and shall hold it harmless from any loss, liability, damage, cost or expenseexpense (including reasonable counsel fees), arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 paragraph 14 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall agrees to hold them Licensor harmless from any loss, liability, damage, cost cost, or expense (including reasonable counsel fees), arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of in connection with the Licensed Property; (iiiProduct(s) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of Name and Character covered by this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) Agreement as well as any alleged defects and/or or inherent dangers (whether obvious or hiddendamages in said Licensed Product(s) in the Licensed Products or the use thereof. . Upon receipt of notice of a third party claim alleging the breach by Licensee of any warranty, undertaking, representation or agreement entered herein or hereunder. Licensor shall give prompt written notice of such claim to Licensee. Licensee shall have the right to assume the defense of such claim at Licensee's sole cost and expense by furnishing Licensor with written notice of same. Licensee shall be liable for all losses, costs, expenses, damages or recoveries (cincluding without limitation amounts paid in settlement), suffered, made or incurred by either Licensor or Licensee with connection with such third party claim. In the event Licensee chooses not to assume such defense, Licensee shall indemnify and save harmless Licensor and its officers, directors and employees against any and all claims, demands, lawsuits, costs, expenses (including, without limitation, reasonable attorney's fees and disbursements), damages or recoveries (including without limitation, amounts paid in settlement) With regard to 8(b) abovesuffered, made, incurred or assumed by Licensor by reason of the breach by Licensee of any warranty, undertaking, representation or agreement made or entered into herein or hereunder and resulting from a final adjudication of each such action, claim or suit, or a settlement thereof entered into with Licensee's prior written consent. Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual personal liability insurance with a minimum combined single limit of liability of not less than one million U.S. dollars ($1,000,000.00) for each occurrence. Within thirty (30) days from the date hereof, Licensee shall provide Licensor with a policy endorsement in the form of Vendor's Broad Form Policy Endorsement to Licensee's Product Liability insurance coverage *Confidential Portions Omitted and Filed Separately with naming Licensor as additional insured. Licensee will submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an insured party, requiring that the Commissioninsurer shall not terminate or materially modify such without written notice to Licensor at least thirty (30) days in advance thereof.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage ** Confidential Portions Omitted and Filed Separately with the Commission.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, expense arising out of any claims or suits which may be brought or made against Licensee License by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method method. or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products Product(s) or the use thereof. (c) With with regard to 8(b7(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licenser and contractual liability coverage *Confidential Portions Omitted and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to Paragraph 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than [*Confidential Portions Omitted and Filed Separately ] per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC. insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, expense arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device, except for those uses by the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products Product(s) or the use thereof. (c) With regard to 8(b7(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licensor and contractual liability coverage *Confidential Portions Omitted and Filed Separately Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, expense arising out of any claims or suits which may be brought or made against Licensee by reason of the material breach by Licensor of the Licensor's warranties or representations as set forth in Paragraph 12 ___ hereof, provided that Licensee shall give prompt written notice, notice and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, provided further, that Licensor may elect, but shall not have the option obligation, to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor (which shall include for purposes of this subparagraph Licensor's affiliated companies and its and their officers, Time Warner Entertainment Companydirectors, L.P. ("TWE"employees and representatives) and each of its affiliates and shall hold them it harmless from front any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor (i) by reason of: of (iA) any breach of Licensee's covenants and undertakings hereunder; , including without limitation those set forth in Paragraphs 2(b) and hereof, (iiB) any unauthorized use by Licensee of the Licensed Property; Products or the Licensed Materials, (iiiC) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, ---------------------------------- (*) Confidential portion omitted and filed separately with the Securities Exchange Commission. method or device; , except for those users of the Licensed Materials that are specifically approved by Licensor pursuant to the terms of this Agreement, (ivD) Licensee's noncompliance Licensee non-compliance with any applicable federal, state or local laws law or with any other applicable regulations; and , (vE) any alleged defects __________ and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof, or (ii) by Nintendo base on a claim that Licensee or any permitted sublicensee or subcontractor does not have the right to manufacture, or have manufactured, the Licensed Products in a format compatible with the Nintendo Game System. (c) With regard to 8(b9(b)(i)(E) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage advertising insurance providing adequate protection for Licensor and Licensee against any such claims or suits (*Confidential Portions Omitted ***) per occurrence, combined single limits. Promptly following the execution of this Agreement, Licensee undertakes to submit to Licensor fully paid policies or certificates of insurance naming Licensor as an additional insured party and Filed Separately with requiting that the Commissioninsurer(s) shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (aA) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (bB) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, trademark or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (cC) With regard to 8(bParagraph 7(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage *Confidential Portions Omitted providing adequate protection for Licensor and Filed Separately Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the Commissionexecution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.