Common use of Indemnifications Clause in Contracts

Indemnifications. (a) LICENSEE shall be solely responsible for, and shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement of any rights of any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of any alleged defects in the Licensed Products or any use of the Licensed Products, in the amount of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAP.

Indemnifications. (a) LICENSEE shall be solely responsible forIn addition to Landlord’s indemnity obligations set forth elsewhere in this Lease, and shall Landlord agrees to indemnify, defend, protect and hold harmless the Tenant Parties from and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any against all claims, demandsliability, causes obligation, damage or costs, including, without limitation, attorneys’ fees and costs, resulting directly or indirectly from any use, presence, removal or disposal of action any Hazardous Materials to the extent such liability, obligation, damage or damages, including attorneys' fees (collectively, "Claims"), arising out of: costs (i) any act was a result of actions caused or omission of LICENSEEknowingly permitted by, or the willful misconduct and/or negligence of, Landlord or a Landlord Party, or (ii) arose prior to the Lease Commencement Date, and Landlord hereby agrees that it shall promptly remediate, at its sole cost and expense, any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement of any rights of any other person or entity by Hazardous Materials located at the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects Premises in connection with any such defenseclauses (i) and (ii) hereinabove. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation Tenant agrees to indemnify, defend, protect and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain hold harmless Landlord and maintain product liability insurance providing protection for the NBA Landlord Parties from and against any Claims arising out liability, obligation, damage or costs, including without limitation, attorneys’ fees and costs, resulting directly or indirectly from any use, presence, removal or disposal of any alleged defects in the Licensed Products Hazardous Materials or breach of any use provision of the Licensed Productsthis section, in the amount of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date extent such liability, obligation, damage or costs was a result of the cancellation, non-renewal actions caused or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP permitted by Tenant or a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligationsTenant Party, except to the extent caused by Landlord and/or a Landlord Party’s willful misconduct (including knowingly illegal acts) and/or negligence. These mutual environmental indemnities shall survive any expiration or earlier termination of this Lease, and are not affected by any claims of breach of any other provisions of this Lease. Notwithstanding anything in this Section 29.33 to the contrary, any breach by Landlord of the Hazardous Materials provisions of this Section 29.33 that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise causes all or a portion of the Premises to be obligated un-tenantable and unusable by Tenant, shall be subject to pay NBAPthe “Abatement Event” provisions of Section 3.3.

Indemnifications. (a) LICENSEE Content Provider shall be solely responsible for, indemnify and shall defend, hold harmless and indemnify NBAPUnraveledTV, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams affiliated companies and their respective affiliatesowners, ownersofficers, directors, governorsemployees, officers, employees consultants and agents (collectively "NBA Parties") againstfrom all liabilities, any claims, demands, causes of action or damages, including attorneys' costs and expenses (including, without limitation, reasonable counsel fees and expenses) (collectivelyeach a “Liability”, "Claims"), arising out of: (iand collectively referred to herein as “Liabilities”) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement of any rights of any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects incurred in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims claim arising out of Content Provider breach of any alleged defects 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 Licensed Products settlement or avoidance of any use of the Licensed Products, in the amount of one million dollars ($1,000,000) (including the amount of the deductible)such Liabilities. Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution The provisions of this AgreementSection shall apply, NBAP without limitation, to claims brought by either party against the other. Pending the disposition of any such claim or action, UnraveledTV shall have the right to terminate withhold payment of such portion of any monies 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. UnraveledTV shall indemnify and hold harmless Content Provider, its affiliated companies and their respective owners, officers, directors, employees, consultants and agents from all Liabilities incurred in connection with any 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 Agreement Section shall apply, without limitation, to claims brought by either party against the other. Pending the disposition of any such claim or action, Content Provider shall have the right to withhold payment of such portion of any monies which may be payable 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, the party seeking indemnification must: (i) promptly notify the indemnifying party of any claim or legal proceeding which gives rise to such right; (ii) afford the indemnifying party the opportunity to participate in, or fully control, any proceeding and the compromise, settlement, resolution or other disposition of such claim or proceeding; and (iii) fully cooperate with the indemnifying party, at the indemnifying party’s expense, in such indemnifying party’s participation in, and control of any time. Such insurance obligations proceeding and the compromise, settlement, resolution or other disposition of such claim or proceeding; provided, however, that if such compromise, settlement, resolution or other disposition could have an adverse effect on the indemnified party, the indemnified party’s consent to such compromise, settlement, resolution or other disposition shall be required but shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAPunreasonably withheld.

Indemnifications. (a) LICENSEE The Company and the Subsidiaries shall indemnify and hold the Trustee harmless from and against all loss or liability (including expenses and reasonable attorneys' fees) to which it may be subject by reason of its execution of its duties under this Trust, or by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company, the Committee or a Participant, unless such loss or liability is due to the Trustee's gross negligence or willful misconduct. The indemnity described herein shall be solely responsible for, and shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement of any rights of any other person or entity provided by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations Company and standards or the Subsidiaries. (ivb) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of any alleged defects in the Licensed Products or any use of the Licensed Products, in the amount of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails the Trustee is named as a defendant in a lawsuit or proceeding involving one or more of the Plans or the Trust Fund, the Trustee shall be entitled to deliver receive on a current basis the indemnity payments provided for in this Section, provided however that if the final judgment entered in the lawsuit or proceeding holds that the Trustee is guilty of gross negligence or willful misconduct with respect to NBAP a certificate the Trust Fund, the Trustee shall be required to refund the indemnity payments that it has received. (c) The Company and the Subsidiaries shall indemnify and hold the Administrator harmless from and against all loss or liability (including expenses and reasonable attorneys' fees) to which it may be subject by reason of such insurance evidencing satisfactory coverage prior to NBAP's its execution of its duties under this AgreementTrust, NBAP shall have or by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligationsCompany, except the Committee or a Participant, unless such loss or liability is due to the extent Administrator's gross negligence or willful misconduct. The indemnity described herein shall be provided by the Company and the Subsidiaries. (d) In the event that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise the Administrator is named as a defendant in a lawsuit or proceeding involving one or more of the Plans or the Trust Fund, the Administrator shall be obligated entitled to pay NBAPreceive on a current basis the indemnity payments provided for in this Section, provided however that if the final judgment entered in the lawsuit or proceeding holds that the Administrator is guilty of gross negligence or willful misconduct with respect to its duties under the Plans or the Trust, the Administrator shall be required to refund the indemnity payments that it has received. (e) All releases and indemnities provided in this Master Trust Agreement shall survive the termination of this Master Trust Agreement.

Indemnifications. (a) LICENSEE In addition to the payment of expenses and attorneys' fees, if applicable, whether or not the transactions contemplated hereby shall be solely responsible forconsummated, Borrower agrees to indemnify, pay and shall defend, hold harmless DFS and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, ownersofficers, directors, governorsemployees, officersagents, employees and agents affiliates of DFS (collectively called the "NBA PartiesIndemnitees") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, demandscosts, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden expenses and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement disbursements of any rights kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects Indemnitees in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In investigative, administrative or judicial proceeding commenced or threatened, whether or not any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or admit liability asserted against the Indemnitees, in any manner relating to or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of the Loan Documents, the statements contained in any alleged defects in commitment letters delivered by DFS, DFS' agreement to make the Licensed Products Loans or any other payment hereunder, or the use or intended use of the Licensed Productsproceeds of any of the Loans hereunder (the "Indemnified Liabilities"); provided, however, that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the amount preceding sentence may be unenforceable because it is violative of one million dollars ($1,000,000) (including any law or public policy, Borrower shall contribute the amount maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the deductible). Such insurance undertakings and indemnification set out in this Section 14 shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date survive satisfaction and payment of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution Obligations and termination of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAP.

Indemnifications. (a) LICENSEE shall be solely responsible forSublessee will, at all times during and shall defendafter the term of this Sublease, indemnify, defend and hold harmless the Sublessor and indemnify NBAPMaster Landlord from all losses, NBA Entertainmentdamages, Inc. claims, suits, liabilities and expenses ("NBAE"including claims for workmen’s compensation) which may arise or be claimed against Sublessor and/or Master Landlord by or in favor of any persons, firms, corporations or other entities (“Third Parties”), for injuries or damages to the NBA and its Member Teams and their respective affiliatesperson or property of such Third Parties, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), consequent upon or arising from personal injury the use or any infringement occupancy of any rights of any other person the Sublease Premises, or entity by the manufacture, sale, possession consequent upon or use of Licensed Products or their arising from Sublessee’s failure to comply with applicable any laws, statutes, ordinances, codes, rules or regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of any alleged defects in the Licensed Products or any use terms of the Licensed ProductsMaster Lease incorporated herein, in the amount or from any negligence or misconduct of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 Sublessee, its agents, employees or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligationsinvitees, except to the extent that LICENSEE's any such injuries or damages are caused by the gross negligence or willful misconduct of Sublessor, its agents, employees or invitees. Sublessee agrees to obtain and keep in full force and effect during the Term insurance company actually pays NBAP in the amounts set forth in the Master Lease, naming Sublessor and Master Landlord as additional insureds, with waiver of subrogation. Sublessee shall provide Sublessor and Master Landlord with certificates of insurance in form required by the Master Lease as to all policies required hereby. Sublessor shall, at all times during and after the Term of this sublease, indemnify, defend and hold harmless Sublessee from all losses, damages, claims, suits, liabilities and expenses which LICENSEE would otherwise may arise or be obligated claimed against Sublessee by or in favor of any Third Parties, for injuries or damages to pay NBAPthe person or property of such Third Parties, consequent upon or arising from Sublessor’s use or occupancy of the Sublease Premises prior to the Commencement Date, or consequent upon or arising from Sublessor’s failure to comply with any laws, statutes, ordinances, codes, rules or regulations or the terms of the Master Lease incorporated herein, or from any gross negligence or intentional misconduct of Sublessor, its agents, employees, or invitees, except to the extent that any such injuries or damages are caused by the acts or omissions of Sublessee, its agents, employees, or invitees.

Indemnifications. (a) LICENSEE In connection with any Registration Statement filed pursuant to this Exhibit A, the Company shall be solely responsible forindemnify and hold harmless each Selling Holder whose Registrable Securities are included in the Registration Statement, each underwriter who may purchase from or sell any Registrable Securities for any such Selling Holder and each person who controls any such Selling Holder or any such underwriter, within the meaning of the Securities Act or the Exchange Act and against any and all losses, claims, damages, and liabilities (joint or several) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any preliminary prospectus, prospectus or offering material or any related state securities or “blue sky” applications or other instruments or caused by any omission or alleged omission to state in the Registration Statement or any preliminary prospectus, prospectus or offering material or any related state securities or “blue sky” applications or other instruments any material fact required to be stated or necessary to make the statements which are made, in light of the circumstances under which they were made, not misleading, or any violation or alleged violation of the Exchange Act, state securities laws, or the rules and regulation thereunder, together with the costs of investigating and defending any such claim (including reasonable attorneys’ fees) except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing to the Company by such Selling Holder, underwriter or controlling person expressly for use in the Registration Statement or any related state securities or “blue sky” applications or other instruments. Each Selling Holder whose Registrable Securities are included in any Registration Statement filed pursuant to this Exhibit A shall defendseverally, and not jointly, indemnify and hold harmless and indemnify NBAPthe Company, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governorseach officer signing the Registration Statement, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or each other materials person (including advertising materials)each other Holder) whose securities are included in the Registration Statement, each underwriter who may purchase from or arising from personal injury sell any securities for the Company or any infringement of any rights of any other person pursuant to the Registration Statement and each person, if any, who controls the Company, any such other person or entity any such underwriter, within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, preliminary prospectus, prospectus or offering material or any related state securities or “blue sky” applications or other instruments or caused by any omission or alleged omission to state therein any material fact required to be stated or necessary to make the statements which are made, in light of the circumstances under which they were made, not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing signed by an officer of the Selling Holder from whom indemnification is sought expressly for use in the Registration Statement or any related state securities or “blue sky” applications or other instruments. To the extent the provisions contained in this Exhibit A are in conflict with any indemnification provisions that are included in any underwriting agreement entered into by the manufacture, sale, possession Company and/or one or use of Licensed Products more Selling Holders with one or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects more underwriters in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In underwritten public offering registered under any instance Registration Statement filed pursuant to which such indemnities pertainthis Exhibit A, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of any alleged defects in the Licensed Products or any use provision of the Licensed Products, underwriting agreement shall govern. The indemnities provided for in the amount this Section 6 shall be independent of one million dollars ($1,000,000) (including the amount and in addition to any other indemnity provisions of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAP.

Indemnifications. (a) LICENSEE shall be solely responsible forTenant 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 shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including including, without limitation, attorneys' fees (collectivelyand costs on behalf of any person or persons, "Claims")firm or firms, corporation or corporations, arising out of: (i) any act or omission of LICENSEE, (ii) from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials)Lease, or arising from personal any act or negligence on the part of Tenant or its agents, contractors, servants, employees or licensees, or arising from any accident, injury or damage to the extent caused by Tenant, its agents, and employees to any infringement person, firm or corporation occurring during the term of this Lease or any rights of renewal thereof, in or about the Premises and Office Complex, and from and against all reasonable costs, reasonable counsel fees, expenses and liabilities incurred in or about any other person such claim or entity action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord or its managing agent by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense reason of any such Claimclaim, Tenant, upon notice from Landlord, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to Landlord. In Tenant's indemnification shall not apply to losses, claims, 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 any instance 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 preceding paragraph. Landlord shall, and hereby agrees to, indemnify and hold Tenant harmless from any damage to which any property or injury to, or death of, any person arising from Landlord's breach of its obligation hereunder, unless the damage is caused by the negligence or willful misconduct of the Tenant, its employees, agents, contractors or representatives. Landlord's foregoing indemnities pertainindemnity shall include reasonable attorneys' fees, NBAP shall cooperate fully with investigation costs, and assist LICENSEE all other reasonable costs and expenses incurred by Tenant in all respects any connection therewith; and in connection with case any action or proceeding be brought against Tenant or its managing agent by reason of any such defenseclaim, Landlord, upon notice from Tenant, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to Tenant. LICENSEE The provisions of this paragraph shall reimburse NBAP for survive the termination of this Lease with regard to any occurrence prior to such termination and any resulting damage, injury, or 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 reasonable out-of-pocket costs actually and expenses, including actual, but not unreasonable attorneys' fees and court costs incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out imposed upon Tenant because of any alleged defects in the Licensed Products or any use of the Licensed Productssuch litigation, in and the amount of one million dollars ($1,000,000) (all such costs and expenses including the amount of the deductible). Such insurance actual but not unreasonable attorneys' fees and court costs shall be carried a demand obligation owing by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory Landlord to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAPTenant.

Indemnifications. (a) LICENSEE The Company agrees to indemnify and hold harmless each of you and each person who controls any of you within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities, joint or several, to which you and they or any of you or them may become subject under the Act, the Exchange Act or any other statute or common law, and to reimburse each of you and each such controlling person for any legal or other expenses (includ- ing, to the extent hereinafter provided, reasonable counsel fees) incurred by you or them in connection with investigating any such losses, claims, damages or liabili- ties or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been furnished) or the omission or alleged omission to state therein a material fact required to be solely responsible forstated therein or necessary to make the statements therein not misleading; provided, however, that the indemnity agreement contained in this subsection (a) shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf of any of you specifically for use in connection with the preparation of the Registration Statement, the Prospectus or any amendment or supplement to either thereof; and provided, further, that the indemnity agreement contained in this paragraph shall not inure to the benefit of any of you (or of any of your controlling persons) on account of any losses, claims, damages, liabilities, expenses or actions arising from the sale of any of the Securities to any person if a copy of the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), excluding any document incorporated by reference therein, shall not have been sent or given to such person with or prior to the written confirmation of the sale involved, unless such failure is the result of non- compliance by the Company with Section 5(a) hereof. The indemnity agreement of the Company contained in this Section 8(a) and the representations and warranties of the Company contained in Section 1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any of you or any such controlling per- son, and shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), survive the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties"delivery of the Securities. The indemnity agreement of the Company contained in this Section 8(a) against, shall be in addition to any claims, demands, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement of any rights of any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to liability which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance Company may otherwise have to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of any alleged defects in the Licensed Products or any use of the Licensed Products, in the amount of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAPindemnified party hereunder.

Indemnifications. (a) LICENSEE Tenant shall indemnify and hold harmless Landlord against and from any and all causes and claims arising from Tenant’s use of the Premises or the conduct of its business or from any activity, work done, permitted or suffered by the Tenant in or about the Premises, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation of Tenant’s part to be solely performed under the terms of this Lease, or arising from any action, neglect, fault or omission of the Tenant, or of its agents or employees, and from and against all costs, reasonable attorney’s fees, expenses and liabilities incurred in or about such claim or any action or proceeding brought thereon, and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever except to the extent caused by Landlord’s negligence, willful misconduct or failure of Landlord to observe any of the terms and conditions to this Lease, or to the extent covered by any indemnity. Landlord shall give Tenant prompt written notice, with full particulars, of all claims subject to this indemnity. Tenant shall have no obligation to pay any amount in connection with any settlement reached without Tenant’s consent, which shall not be unreasonably withheld or delayed. Tenant shall indemnify and hold harmless Landlord against and from any and all causes and claims arising from the active neglect or negligence, willful misconduct or intentional failure of Tenant to observe any of the terms and conditions of this Lease. Without limiting the generality of the foregoing, Tenant shall indemnify and hold Landlord harmless from any claims, third party liabilities or costs arising from, and shall perform (or cause others to perform) all investigation and remediation required by law and the Stanford Ground Lease and remediation required by law and the Stanford Ground Lease with respect to any Hazardous Materials released, emitted, discharged, stored or used by Tenant or its agents, employees, contractors or subtenants. Tenant shall also be responsible for, and shall defendindemnify and hold Landlord harmless from any claims by any third party relating to the migration of Hazardous Materials from the Premises to other property to the extent that the Hazardous Materials in question were released, hold harmless and indemnify NBAPemitted, NBA Entertainmentdischarged, Inc. by Tenant or its agents, employees, contractors or subtenants. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach For purposes of this Agreement by LICENSEELease, (iii) “Hazardous Materials” shall mean any defect (whether obvious substance which has the capacity to cause death, injury or hidden and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials)illness to man through ingestion, inhalation, or arising from personal injury or absorption through any infringement of any rights of any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (ivbody surface.) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, Tenant shall indemnify Landlord as provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with any such defense. LICENSEE shall reimburse NBAP above only for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In expenses and not for any instance to which such indemnities pertainconsequential damages and incidental damages, LICENSEE shall not enter into a settlement including loss of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain profits and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out loss of any alleged defects in the Licensed Products or any use rental value of the Licensed Products, in the amount leasehold (other than lost rents during time of one million dollars ($1,000,000) (including the amount of the deductibleclean up). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated such damages result from Tenant’s willful failure to pay NBAPfulfill its obligations (specifically excluding good faith disputes with Landlord or government agencies regarding the scope and timing of Tenant’s obligations).

Indemnifications. Each of the Future Funding Lenders agrees that none of Senior Lender, Senior Junior Lender, or Subordinate Junior Lender (aas applicable) LICENSEE is liable for making any future advance under such Future Funding Lender’s Future Funding Obligations or for paying any fees, costs, expenses or disbursements incurred by such Future Funding Lender in connection with such Future Funding Lender’s Future Funding Obligations (including any fees, costs, expenses and disbursements attributable to pre-funding activities, whether or not any Advance is actually made by such Future Funding Lender). If the trust (the “Trust”) under a Securitization is named as a party to any litigation by a Future Funding Borrower with respect to the Future Funding Obligations of a Future Funding Lender and it has been finally judicially determined in such litigation that such Future Funding Lender has breached its Future Funding Obligations, such Future Funding Lender shall be solely responsible forindemnify the Trust against any and all losses, and shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including attorneys' fees (collectivelycosts, "Claims")expenses and liabilities incurred by the Trust in connection with such litigation, arising out of: provided that in no event shall such Future Funding Lender be liable for (i) any act such losses, claims, damages, costs, expenses and liabilities which arise out of or omission of LICENSEE, result from any failure by such Future Funding Borrower to make payments under the applicable Future Funding Loan or to otherwise perform its obligations under the applicable Future Funding Loan or (ii) for any breach indirect, special, incidental, consequential or punitive damages. The Trust shall be a third party beneficiary of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present with respect to the indemnification obligations of the Future Funding Lenders set forth in any sample approved by NBAP) this Section 37(f). The Trust’s rights pursuant to this Section are in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement of any rights of addition to any other person rights it may have at law or entity by in equity. The Future Funding Obligations are independent and separate obligations of the manufacture, sale, possession or use of Licensed Products applicable Future Funding Lender or their failure to comply with applicable laws, regulations and standards respective successors or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claimassigns. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of any alleged defects in the Licensed Products or any use of the Licensed Products, in the amount of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy The defaulting Future Funding Lender shall also provide indemnify the Senior Lender and/or Junior Lenders that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellationare not in default, as if such non-renewal or any material change defaulting Senior Lender and/or Junior Lenders were the Trust as set forth above in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAPSection 37(f).

Indemnifications. (a) LICENSEE Developer shall be solely responsible forindemnify, defend and shall defendhold DCWA, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officersboard members, employees and agents (collectively "NBA Parties") againstrepresentatives, harmless from any and all claims, demandsinjuries, causes of action or damages, losses or suits including attorneys' fees (collectively, "Claims")attorney fees, arising out of: of or in connection with the performance of the Project, except for injuries and damages caused by the sole negligence of DCWA. Developer shall indemnify, defend and hold DCWA harmless from any liability or expense, including attorney fees, incurred by DCWA by reason of Developer’s (ior Developer’s employees or contractors) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden and whether or not present covenant contained in any sample approved franchise or occupancy permit granted by NBAP) in a Licensed Product state, city, or public or private utility, or any packaging easement granted by a private party to DCWA for the purpose of enabling Developer to undertake construction within any right-of-way or other materials (including advertising materials)on off-site private property. Developer further agrees that if any official or easement grantor complains to DCWA that Developer is violating the DCWA franchise, permit or easement in any respect, or arising from personal injury or if Developer damages any infringement of any rights of any other person or entity by the manufactureinfrastructure facilities, sale, possession or use of Licensed Products or their failure then DCWA shall give Developer reasonable notice to comply with applicable lawsthe franchise or permit or to make repairs or restoration. If DCWA deems it necessary to make any repairs or restoration (emergency or otherwise), regulations and standards or (iv) any claim that then Developer shall, in addition to the use of any design or other graphic component of any Licensed Product (other than the Licensed Marksindemnification provisions, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection DCWA for the NBA Parties against any Claims cost thereof. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Developer, or Developer’s agents, and DCWA, its board members, employees, and representatives, Developer’s liability hereunder shall be only to the extent of Developer’s or Developer’s agent’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Developer’s waiver of immunity under the Industrial Insurance, Title 51, RCW, solely for the purposes of this indemnification. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. Developer further agrees to indemnify, defend and hold DCWA harmless against all liabilities associated with any alleged defects in the Licensed Products or any use of the Licensed ProductsDeveloper’s agent’s failure, in or refusal, to waive immunity under Industrial Insurance, Title 51 RCW. The provisions of this section shall survive the amount of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 expiration or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution termination of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAP.

Indemnifications. The representations and warranties of the parties contained herein shall survive the closing for a period of twenty-four (a24) LICENSEE shall be solely responsible for, months from the date hereof provided that the representations and shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against, any claims, demands, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: warranties with respect to (i) any act or omission due authorization of LICENSEEthe Parties to enter into this Agreement and to perform their respective obligations hereunder, (ii) any breach of this Agreement by LICENSEE, tax indemnifications described below and (iii) any defect title to the Acquired Assets, the assets of GOAT and the Stock (whether obvious or hidden the “Title Representation and whether or not present in any sample approved by NBAPWarranty”) in a Licensed Product or any packaging or other materials shall survive until sixty months from the date hereof. Ali and the Trust (including advertising materials)any Ali Permitted Transferee, collectively the “Ali Indemnifying Parties” ) hereby, jointly and severally, indemnify CKX, Acquisition Co. and GOAT LLC for any damages or arising from personal injury or losses that any infringement of any rights of any other person or entity by the manufacturethem suffer, saleincluding, possession or use of Licensed Products or their failure to comply with applicable lawswithout limitation, regulations reasonable attorneys fees and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marksrelated costs and expenses, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with or as a result of all breaches of their representations, warranties and covenants, as contained herein, and for any such defense. LICENSEE shall reimburse NBAP income taxes owed by GOAT for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim or admit liability or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of any alleged defects in the Licensed Products or any use of the Licensed Products, in the amount of one million dollars ($1,000,000) (including the amount of the deductible). Such insurance shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days periods prior to the effective date hereof (the “GOAT Tax Indemnity”). Notwithstanding any of the cancellationforgoing, non-renewal or Ali Indemnifying Parties shall not be required to pay to CKX any material change amounts under this provision until such amounts exceed $500,000 in coveragethe aggregate and thereafter. In The Ali Indemnifying Parties shall only be required to pay such amount over and above $500,000; provided, however, the event that LICENSEE fails to deliver to NBAP a certificate maximum liability of such insurance evidencing satisfactory coverage prior to NBAP's execution of the Ali Indemnifying Parties shall not exceed $12 million except for (i) the GOAT Tax Indemnity for which there shall be no limit, (ii) the Title Representation and Warranty for which the maximum aggregate liability shall be $50 million less any amounts already paid by the Ali Indemnifying Parties for indemnification claims other than amounts for the GOAT Tax Indemnity and (iii) the ERISA representations, warranties and covenants for which the Ali Indemnifying Parties shall be liable as set forth herein. If CKX shall assert any claim based upon this Agreementindemnification, NBAP the Ali Indemnifying Parties shall have the right a reasonable opportunity to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAPinvestigate and dispute such claim.

Indemnifications. (a) LICENSEE In addition to the payment of expenses and attorneys' fees, if applicable, whether or not the transactions contemplated hereby shall be solely responsible forconsummated, Borrower agrees to indemnify, pay and shall defend, hold harmless DFS and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA and its Member Teams and their respective affiliates, ownersofficers, directors, governorsemployees, officersagents, employees and agents affiliates of DFS (collectively called the "NBA PartiesINDEMNITEES") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, demandscosts, causes of action or damages, including attorneys' fees (collectively, "Claims"), arising out of: (i) any act or omission of LICENSEE, (ii) any breach of this Agreement by LICENSEE, (iii) any defect (whether obvious or hidden expenses and whether or not present in any sample approved by NBAP) in a Licensed Product or any packaging or other materials (including advertising materials), or arising from personal injury or any infringement disbursements of any rights kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (iv) any claim that the use of any design or other graphic component of any Licensed Product (other than the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided LICENSEE is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, NBAP shall cooperate fully with and assist LICENSEE in all respects Indemnitees in connection with any such defense. LICENSEE shall reimburse NBAP for all reasonable out-of-pocket costs actually incurred by NBAP in connection with such cooperation and assistance. In investigative, administrative or judicial proceeding commenced or threatened, whether or not any instance to which such indemnities pertain, LICENSEE shall not enter into a settlement of such Claim Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or admit liability asserted against the Indemnitees, in any manner relating to or fault without NBAP's prior written approval. LICENSEE shall obtain and maintain product liability insurance providing protection for the NBA Parties against any Claims arising out of the Loan Documents, the statements contained in any alleged defects in commitment letters delivered by DFS, DFS' agreement to make the Licensed Products Loans or any other payment hereunder, or the use or intended use of the Licensed Productsproceeds of any of the Loans hereunder (the "INDEMNIFIED LIABILITIES"); PROVIDED, HOWEVER, that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the amount preceding sentence may be unenforceable because it is violative of one million dollars ($1,000,000) (including any law or public policy, Borrower shall contribute the amount maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the deductible). Such insurance undertakings and indemnification set out in this SECTION 13 shall be carried by an insurer with a rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP. Such insurance policy shall also provide that NBAP receive written notice within thirty (30) days prior to the effective date survive satisfaction and payment of the cancellation, non-renewal or any material change in coverage. In the event that LICENSEE fails to deliver to NBAP a certificate of such insurance evidencing satisfactory coverage prior to NBAP's execution Obligations and termination of this Agreement, NBAP shall have the right to terminate this Agreement at any time. Such insurance obligations shall not limit LICENSEE's indemnity obligations, except to the extent that LICENSEE's insurance company actually pays NBAP amounts which LICENSEE would otherwise be obligated to pay NBAP.