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 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 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 be solely responsible for and shall defend, hold harmless and indemnify Licensee its subsidiaries and shall hold it harmless from each of their respective Affiliates, directors, officers, employees and agents against any lossclaims, liabilitydemands, damagecauses of action or damages, cost or expense, including reasonable attorneys' fees and expenses (collectively CLAIMS) arising out of: (i) a claim that the use of the Licensed Marks as authorized by this Agreement violates or infringes upon the trademark, copyright or other intellectual property rights of a third party in or to the Licensed Marks, (ii) any defect in a product produced by or under the authority of Licensor other than under this Agreement or any packaging or other materials (including advertising materials), or arising from personal injury or damages or loss to property or any infringement of any claims rights of any other person or suits which may be brought entity by the manufacture, sale, possession or use of such products or their failure to comply with applicable laws, regulations and standards, or (iii) any breach of any representation, warranty, covenant or agreement made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofherein, provided that Licensee shall give Licensor is given prompt written notice, notice of 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 broughtsuch Claim. Licensee shall notIn any instance to which the foregoing indemnities pertain, however, be entitled to recover for lost profits. Licensee shall cooperate fully with and assist Licensor in all respects respect in connection with any such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket costs actually incurred by Licensee in the conduct connection with such cooperation and defense assistance. In any instance to which such indemnities pertain, Licensor shall not enter into a settlement of said suit and/or proceedings related theretosuch Claim or admit liability or fault without Licensee's prior written approval. (b) During the TermLicensee shall be solely responsible for, and continuing after the expiration or termination of this Agreementshall defend, Licensee shall hold harmless and indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") its subsidiaries and each of its affiliates their respective Affiliates, directors, officers, employees and shall hold them harmless from any loss, liability, damage, cost or expense agents against Claims arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason ofin connection with: (i) any breach act or omission of Licensee's covenants and undertakings hereunderLicensee in relation to this License; (ii) any unauthorized use by Licensee of the Licensed PropertyMarks; (iii) any use breach of any trademarkrepresentation, warranty, covenant or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or deviceagreement made by Licensee herein; (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 defect (whether obvious or hiddenhidden and whether or not present in any sample approved by Licensor) in the Licensed Products or any packaging or other materials (including advertising material), or arising from personal injury or damages or loss to property 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 (v) any Claim that the use thereofof any design or other graphics component of any Licensed Product (other than the Licensed Marks) 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, Licensor shall cooperate fully with and assist Licensee in all respects in connection with any such defense. Licensee shall reimburse Licensor for all reasonable out-of-pocket costs actually incurred by Licensor 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 Licensor's prior written approval. (c) With regard to 8(b) above, Licensee agrees to obtainEach party hereto shall obtain and maintain, at its own expensesole cost, Comprehensive Commercial General comprehensive general liability insurance coverage, including, but not limited to, Products Liability, Contractual Liability Insuranceand Advertising Liability, including product which policy shall be written for the benefit of such party and which shall name the other party and/or its Affiliates as an additional insured with respect to third party liability. The amount of coverage (which may be comprised of a primary general liability policy and contractual an excess liability policy) shall be a minimum of Two Million U.S. dollars (USD 2,000,000) per occurrence combined single limit and Three Million U.S. dollars (USD 3,000,000) annual general aggregate. The policy and certificate of insurance shall be endorsed to indicate that the acquiring party's insurance is primary and not in excess of or contributory to any other insurance in effect for the other party and all related entities. Such insurance shall be carried by an insurer authorized to conduct business in the State of New Jersey with a rating by A.M. Best & Co. of at least A- or other rating satisfactory to the party being named as the additional insured. Such insurance policy shall also provide that the party being named as the additional insured receive written notice within thirty (30) days prior to the effective date of the cancellation, non renewal or any material change in coverage. Each party (i) shall deliver to the other party a certificate of such insurance evidencing satisfactory coverage *Confidential Portions Omitted and Filed Separately prior to or simultaneously with the Commissionexecution of this Agreement, and (ii) shall not modify such policy so as not to comply wit the terms of this section. Such insurance obligations shall not limit either party's indemnity obligations, except to the extent that one party's insurance company actually pays the other party amounts which the insured party would otherwise be obligated to pay the other party.

Indemnifications. (a) During the TermLICENSEE shall be solely responsible for, and continuing after shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the expiration 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 termination of this Agreementdamages, Licensor shall indemnify Licensee and shall hold it harmless from any lossincluding attorneys' fees (collectively, liability, damage, cost or expense"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 claims rights of any other person or suits which may be brought entity by the manufacture, sale, possession or made against Licensee 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 reason NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofa third party, provided that Licensee shall give LICENSEE is given prompt written notice, notice of 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 broughtsuch Claim. Licensee shall notIn any instance to which the foregoing indemnities pertain, however, be entitled to recover for lost profits. Licensee NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with Licensor 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 conduct and defense Licensed Products or any use of said suit and/or proceedings related theretothe 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. (b) During the TermNBAP shall be solely responsible for, and continuing after the expiration or termination of this Agreementshall defend, Licensee shall hold harmless and indemnify LicensorLICENSEE, Time Warner Entertainment Companyits directors, L.P. ("TWE") officers, employees and each of its affiliates and shall hold them harmless from agents against any loss, liability, damage, cost or expense Claims 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 a claim that the use, as authorized by this Agreement, of Licensee's covenants and undertakings hereunder; the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP (collectively, "Licensed Materials") violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party in or to the Licensed Marks, (ii) any unauthorized use a claim that the use, as authorized by Licensee this Agreement, of the Licensed Property; Attributes, NBA Photos or other material supplied to LICENSEE by NBAP on Licensed Products, or in advertising or promotional materials, as specifically approved by NBAP violates or infringes upon the right of privacy or right of publicity of, or libels or defames, any NBA player or (iii) any breach of this Agreement by NBAP, provided NBAP 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, LICENSEE shall cooperate fully with and assist NBAP in all respects in connection with any such defense. NBAP shall reimburse LICENSEE for all reasonable out-of-pocket expenses actually incurred by LICENSEE in connection with such cooperation and assistance. In any instance to which such indemnities pertain, NBAP shall not enter into a settlement of such Claim or admit liability or fault without LICENSEE's prior written approval. NBAP shall have the right, within seventy (70) days of LICENSEE's commencement of production of Licensed Products bearing such marks, to advise LICENSEE that one or more Marks of a Member Team (other than the team's name or logo) are not covered by this Paragraph 8(b), whereupon any continued use of said ▇▇▇▇ by LICENSEE shall be at LICENSEE's sole risk. If as a consequence of NBAP's breach of this Agreement or a Claim (for which it is entitled to indemnification by NBAP under this Paragraph) LICENSEE is restrained from use of any trademarkLicensed Materials and such restraint has had a material adverse effect on LICENSEE's Licensed Product sales, or copyright (except trademarks or copyrights NBAP and LICENSEE shall in good ▇▇▇▇▇ ▇▇▇▇▇▇ with respect to an equitable adjustment to LICENSEE's obligations under this Agreement. If NBAP and LICENSEE are unable to agree on the Licensed Property used equitable adjustment, then the parties shall proceed in accordance with the terms of this Agreement), design, patent, process, method or device; (ivprocess set forth in sub-paragraph 23(a) 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 thereofbelow. (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 Licensee hereby agrees to be solely responsible for, defend, hold harmless and indemnify the TermNBA, its Member Teams, NBAP and continuing after their respective directors, governors, officers, employees and agents against any claims, demands, causes of action or damages (including attorneys' fees) arising out of: (1) the expiration acts or termination omissions of Licensee; or (2) breach of this AgreementAgreement by Licensee. In any instance to which the foregoing indemnities pertain, Licensor Licensee shall indemnify not enter into a settlement of such action or claim without NBAP's prior written approval. Licensee will obtain and shall hold it harmless from maintain product liability insurance providing protection for the NBA, its Member Teams, NBAP and their respective directors, governors, officers, employees and agents against any lossclaims, liability, damage, cost demands or expense, causes of action or damages (including attorneys' fees arising out of any claims alleged defects in such articles, or suits any use thereof, in an amount and providing coverage satisfactory to NBAP. Such insurance policy shall provide that it may not be canceled without at least ten (10) days written notice to NBAP, which may will be brought furnished with a certificate of such insurance. (b) NBAP hereby agrees to be solely responsible for, defend, hold harmless and indemnify Licensee, its directors, officers, employees and agents against any claims, demands, causes of action or made against Licensee by reason damages (including attorneys' fees) arising out of: (1) the acts or omissions of NBAP; or (2) a claim that the use of the breach by Licensor Licensed Marks as authorized in this Agreement violates or infringes upon the trademark, copyright or other rights of a third party in or to the warranties or representations as set forth in Paragraph 12 hereofLicensed Marks, provided that Licensee shall give prompt NBAP is given immediate written notice, notice of 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 broughtsuch claim, demand or cause of action. Licensee shall notIn any instance to which the foregoing indemnities pertain, however, be entitled to recover for lost profits. Licensee shall cooperate fully with NBAP 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 connection 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 thereofsuch defense. (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 TermThe Shareholders, jointly and continuing after the expiration or termination of this Agreementseverally, Licensor shall be responsible for and shall indemnify Licensee and shall save and hold it harmless Delta against all Tax imposed on Delta resulting from any loss, liability, damage, cost or expense, arising out a final determination of any claims or suits which may be brought or made against Licensee by reason of an adjustment to the breach by Licensor of the warranties or representations as set forth Shareholders' taxable income resulting 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 a decrease in the conduct Shareholders' S Corporation Taxable Income and defense of said suit and/or proceedings related theretoa corresponding increase in Delta's taxable income. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee Delta shall indemnify Licensorand save and hold harmless each Shareholder from and against all Tax imposed on such Shareholder resulting from a final determination of an adjustment to Delta's taxable income resulting in a decrease in Delta's taxable income and a corresponding increase in such Shareholder's S Corporation Taxable Income. Further, Time Warner Entertainment Company, L.P. ("TWE") Delta shall indemnify and each of its affiliates hold harmless the Shareholders from and shall hold them harmless against Tax incurred by such Shareholders resulting from any loss, liability, damage, cost or expense arising out the receipt of any claims or suits which may be brought or indemnification payments 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 to such Shareholders pursuant to 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 thereofforegoing sentence. (c) With regard The Shareholders or Delta, as the case may be, shall make any payment required under this Agreement within thirty (30) days after receipt of notice from the other party that a payment is due by such party to 8(bthe appropriate taxing authority. (d) aboveIf a Tax audit is commenced with respect to the S Period or any Tax is claimed for which the Shareholders would be required to indemnify Delta, Licensee agrees written notice thereof shall be given to obtainthe Shareholders as promptly as practicable; provided, however, that the failure to give timely notice shall not affect rights to indemnification hereunder except to the extent that the Shareholders demonstrate actual damage caused by such failure. After such notice, if the Shareholders shall acknowledge in writing to Delta that they are obligated under the terms of their indemnity hereunder in connection with such audit or claim, then the Shareholders shall be entitled, if they so elect, to take control of the defense and investigation of such audit or claim and to employ and engage attorneys of their own choice to handle and defend the same, at the Shareholders' cost, risk and expense provided that the Shareholders and their counsel shall proceed with diligence and in good faith with respect thereto. Delta shall cooperate in all reasonable respects with the Shareholders and such attorneys in the defense and investigation of such audit or claim and any appeal arising therefrom, and shall not enter into any agreement with any tax authority with respect to such audit or claim without the prior consent of the Shareholders; provided, however, that Delta may, subject to the Shareholders' control of the defense and investigation of such audit or claim, at its own expensecost, Comprehensive Commercial General Liability Insurance, including product liability participate in the defense and contractual liability coverage *Confidential Portions Omitted investigation of such audit or claim and Filed Separately with the Commissionany appeal arising therefrom.

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 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 SPALDING hereby agrees to be solely responsible for, defend, hold harmless and indemnify the TermNBA, its Member Teams, NBAP and continuing after their respective directors, governors, officers, employees and agents from and against any claims, demands, causes of action or damages (including attorneys' fees) arising out of: (i) the expiration acts or termination omissions of SPALDING, other than as a result of claims of infringement in or to the Licensed Marks; or (ii) breach 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 Agreement by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofSPALDING, provided that Licensee shall give prompt SPALDING is given immediate written notice, notice of 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 broughtsuch claim, demand or cause of action. Licensee In any instance to which the foregoing indemnities pertain, SPALDING shall notkeep NBAP fully advised of all developments and shall not enter into a settlement of such action or claim without NBAP's prior written approval. SPALDING will obtain and maintain product liability insurance, howeverwhich policy shall be written for the benefit of SPALDING, the NBA, its Member Teams, NBAP and their respective directors, governors, officers, shareholders, employees and agents, against any claims, demands or causes of action or damages (including attorneys' fees) arising out of any alleged defects in such articles, or any use thereof, in an amount and providing coverage satisfactory to NBAP. Such insurance policy shall provide that it may not be entitled canceled without at least ten (10) days written notice to recover for lost profitsNBAP. Licensee SPALDING shall cooperate fully in deliver to NBAP promptly upon issuance of same, a full and complete copy of such insurance policy and of all respects with Licensor in the conduct and defense of said suit and/or proceedings related theretorenewals thereof. (b) During the TermNBAP hereby agrees to be solely responsible for, defend, hold harmless and continuing after the expiration indemnify SPALDING, its directors, officers, employees and agents from and against any claims, demands, causes of action or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. damages ("TWE"including attorneys' fees) 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 a claim that the use of Licensee's covenants and undertakings hereunderthe Licensed Marks as authorized in this Agreement violates or infringes upon the alleged trademark, copyright or other rights of a third party in or to the Licensed Marks; (ii) any unauthorized use by Licensee the acts or omissions of the Licensed PropertyNBAP; or (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms breach of this Agreement)Agreement by NBAP, 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.provided NBAP is given im-

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, 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, 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 TermLicensor shall be solely responsible for, and continuing after the expiration shall defend, hold harmless and indemnify Licensee, its subsidiaries and each of their respective Affiliates, directors, officers, employees and agents against any claims, demands, causes of action or termination of this Agreementdamages, Licensor shall indemnify Licensee including reasonable attorneys' fees and shall hold it harmless from any loss, liability, damage, cost or expense, expenses (collectively CLAIMS) arising out of: (i) a claim that the use of the Licensed Marks as authorized by this Agreement violates or infringes upon the trademark, copyright or other intellectual property rights of a third party in or to the Licensed Marks, (ii) any defect in a product produced by or under the authority of Licensor other than under this Agreement or any packaging or other materials (including advertising materials), or arising from personal injury or damages or loss to property or any infringement of any claims rights of any other person or suits which may be brought entity by the manufacture, sale, possession use of such products or their failure to comply with applicable laws, regulations and standards, or (iii) any breach of any representation, warranty, covenant or agreement made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofherein, provided that Licensee shall give Licensor is given prompt written notice, notice of 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 broughtsuch Claim. Licensee shall notIn any instance to which the foregoing indemnities pertain, however, be entitled to recover for lost profits. Licensee shall cooperate fully with and assist Licensor in all respects in connection with any such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket costs actually incurred by Licensee in the conduct connection with such cooperation and defense assistance. In any instance to which such indemnities pertain, Licensor shall not enter into a settlement of said suit and/or proceedings related theretosuch Claim or admit liability or fault without Licensee's prior written approval. (b) During the TermLicensee shall be solely responsible for, and continuing after the expiration or termination of this Agreementshall defend, Licensee shall hold harmless and indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") its subsidiaries and each of its affiliates their respective Affiliates, directors, officers, employees and shall hold them harmless from any loss, liability, damage, cost or expense agents against Claims arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason ofin connection with: (i) any breach act or omission of Licensee's covenants and undertakings hereunderLicensee in relation to this License; (ii) any unauthorized use by Licensee of the Licensed PropertyMarks; (iii) any use breach of any trademarkrepresentation, warranty, covenant or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or deviceagreement made by Licensee herein; (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 defect (whether obvious or hiddenhidden and whether or not present in any sample approved by Licensor) in the Licensed Products or any packaging or other materials (including advertising materials), or arising from personal injury or damages or loss to property 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 (v) any Claim that the use thereofof any design or other graphic component of any Licensed Product (other than the Licensed Marks) 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, Licensor shall cooperate fully with and assist Licensee in all respects in connection with any such defense. Licensee shall reimburse Licensor for all reasonable out-of-pocket costs actually incurred by Licensor 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 Licensor's prior written approval. (c) With regard to 8(b) above, Licensee agrees to obtainEach party hereto shall obtain and maintain, at its own expensesole cost, Comprehensive Commercial General comprehensive general liability insurance coverage, including, but not limited to, Products Liability, Contractual Liability Insuranceand Advertising Liability, including product which policy shall be written for the benefit of such party and which shall name the other party and/or its Affiliates as an additional insured with respect to third party liability. The amount of coverage (which may be comprised of a primary general liability policy and contractual an excess liability policy) shall be a minimum of Two Million U.S. dollars (USD 2,000,000) per occurrence combined single limit and Three Million U.S. dollars (USD 3,000,000) annual general aggregate. The policy and certificate of insurance shall be endorsed to indicate that the acquiring party's insurance is primary and not in excess of or contributory to any other insurance in effect for the other party and all related entities. Such insurance shall be carried by an insurer authorized to conduct business in the State of New Jersey with a rating by A. M. Best & Co. of at least A- or other rating satisfactory to the party being named as the additional insured. Such insurance policy shall also provide that the party being named as the additional insured receive written notice within thirty (30) days prior to the effective date of the cancellation, nonrenewal or any material change in coverage. Each party (i) shall deliver to the other party a certificate of such insurance evidencing satisfactory coverage *Confidential Portions Omitted and Filed Separately prior to or simultaneously with the Commissionexecution of this Agreement, and (ii) shall not modify such policy so as not to comply with the terms of this section. Such insurance obligations shall not limit either party's indemnity obligations, except to the extent that one party's insurance company actually pays the other party amounts which the insured party would otherwise be obligated to pay the other party.

Indemnifications. (a) During the TermLICENSEE shall be solely responsible for, and continuing after shall defend, hold harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the expiration NBA and its Member Teams and the NBPA and their respective affiliates, owners, directors, governors, officers, employees and agents (collectively "NBA Parties") against any claims, demands, causes of action or termination of this Agreementdamages, Licensor shall indemnify Licensee and shall hold it harmless from any lossincluding attorneys' fees (collectively, liability, damage, cost or expense"Claims"), arising out of: (i) any act or omission of LICENSEE, any Third Party Contributor (as defined in Paragraph 11(b) below) or any other entity acting on LICENSEE's behalf (whether or not approved by NBAP pursuant to this Agreement), (ii) any breach of this Agreement by LICENSEE, any Third Party Contributor or any other entity acting on LICENSEE's behalf (whether or not approved by NBAP pursuant to this Agreement), (iii) the manufacture, distribution, advertisement, promotion, sale, possession or use of any Licensed Product (including, but not limited to, claims relating to (w) any defect (whether obvious or suits which may be brought hidden and whether or made against Licensee not present in any sample approved by reason NBAP) in a Licensed Product or in any packaging or other materials (including advertising materials), (x) any alleged injuries to persons or property, (y) any infringement of any rights of any other person or entity or (z) the alleged failure by LICENSEE to comply with applicable laws, regulations and standards or the terms of the breach NBAP Code of Conduct, as amended from time to time by Licensor NBAP (the "Code of Conduct"), attached hereto as Exhibit A) or (iv) any claim that any Licensed Product or element thereof (other than the warranties Licensed Marks, Licensed Attributes, NBA Photos or representations as set forth in Paragraph 12 hereofother material supplied to LICENSEE by NBAP) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress and rights of publicity and privacy) of a third party, provided that Licensee shall give LICENSEE is given prompt written notice, notice of 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 broughtsuch Claim. Licensee shall notIn any instance to which the foregoing indemnities pertain, however, be entitled to recover for lost profits. Licensee NBAP shall cooperate fully with and assist LICENSEE in all respects in connection with Licensor 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 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 conduct and defense Licensed Products or any use of said suit and/or proceedings related theretothe 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. (b) During the TermNBAP shall be solely responsible for, and continuing after the expiration or termination of this Agreementshall defend, Licensee shall hold harmless and indemnify LicensorLICENSEE, Time Warner Entertainment Companyits directors, L.P. ("TWE") officers, employees and each of its affiliates and shall hold them harmless from agents against any loss, liability, damage, cost or expense Claims 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 a claim that the use, as specifically approved by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used NBAP in accordance with the terms of this Agreement, of the Licensed Marks, Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP (collectively, "Licensed Materials") violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party in or to the Licensed Marks, (ii) a claim that the use, as specifically approved by NBAP in accordance with the terms of this Agreement, of the Licensed Attributes, NBA Photos or other material supplied to LICENSEE by NBAP on Licensed Products, or in advertising or promotional materials, as specifically approved by NBAP violates or infringes upon the right of privacy or right of publicity of, or libels or defames, any NBA player or (iii) any breach of this Agreement by NBAP, provided NBAP 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, LICENSEE shall cooperate fully with and assist NBAP in all respects in connection with any such defense. NBAP shall reimburse LICENSEE for all reasonable out-of-pocket expenses actually incurred by LICENSEE in connection with such cooperation and assistance. In any instance to which such indemnities pertain, NBAP shall not enter into a settlement of such Claim or admit liability or fault without LICENSEE's prior written approval. NBAP shall have the right, within seventy (70) days of LICENSEE's commencement of production of Licensed Products bearing such marks, to advise LICENSEE that one or more Marks of a Member Team (other than the team's name or logo) are not covered by this Paragraph 8(b), designwhereupon any continued use of said ▇▇▇▇ by LICENSEE shall be at LICENSEE's sole risk. If as a consequence of NBAP's breach of this Agreement or a Claim (for which it is entitled to indemnification by NBAP under this Paragraph) LICENSEE is restrained from use of any Licensed Materials and such restraint has had a material adverse effect on LICENSEE's Licensed Product sales, patentNBAP and LICENSEE shall in good ▇▇▇▇▇ ▇▇▇▇▇▇ with respect to an equitable adjustment to LICENSEE's obligations under this Agreement. If NBAP and LICENSEE are unable to agree on the equitable adjustment, 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) then the parties shall proceed 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 accordance with the Commissionprocess set forth in subparagraph 22(a) below.

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. (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.