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 providing adequate protection for Licensor and 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 execution 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. SFI shall defend, at its expense, any action (aor portion thereof) During brought against You based solely on a claim that the TermSoftware infringes upon a United States copyright or violates the proprietary trade secret of any third party. SFI will indemnify You and hold You harmless against damages and costs, including attorneys' fees, finally awarded against You in such actions which are directly attributable to such claims; provided SFI is given prompt written notice of such claim, reasonable assistance from You, and continuing after sole authority to defend or settle such claim. If the expiration Software becomes, or termination in SFI's opinion is likely to become, the subject of this Agreementsuch a claim of infringement, Licensor shall indemnify Licensee and shall hold it harmless from any lossthen SFI may, 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 at 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 ofoption: (i) procure for You the right to use the Software free of any breach of Licensee's covenants and undertakings hereunderliability for infringement or violation; or (ii) replace or modify the Software to make it noninfringing or nonviolating. SFI shall have no liability for any unauthorized claim based on use by Licensee or modification of the Licensed Property; (iii) Software other than as specified in this Agreement and the Documentation or use of third-party products either independently or with the Software. THIS SECTION SETS FORTH THE COMPLETE LIABILITY OF SFI WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. B. You acknowledge the Software is an information software package only and that the Software is designed merely to assist You, Your agents, and employees in the performance of their professional activities and is not intended to replace the professional skill and judgment of You, Your agents, or employees. You shall be solely responsible for the accuracy and adequacy of information and data furnished for processing and any use made by You, Your agents or employees of the data output by the Software and any trademarkreliance thereon. You shall indemnify, defend, and hold harmless SFI and its affiliates and their respective officers, directors, shareholders, agents, and representatives against any and all liabilities, obligations, losses, costs, damages, and other expenses and attorneys' fees relating to any claim by any third party arising from or copyright relating to this Agreement or Your use of the Software or any output thereof (except trademarks or copyrights to the extent SFI is obligated to indemnify You as described in the Licensed Property used in accordance with the terms of this AgreementSection 8.A.), 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 providing adequate protection for Licensor and 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 execution 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 provided SFI gives You prompt written notice of such claim, reasonable assistance, and sole authority 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 defend or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 8(c) are material obligations of Licenseesettle such claim.

Indemnifications. (i) In addition to any other indemnity which Borrowers may have to Agent or any Lender under any of the other Loan Documents and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Indemnified Claims which any Agent Indemnitee or Lender Indemnitee may (other than as the actual result of its own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) During the Termissuance of, and continuing after payment or failure to pay or any performance or failure to perform under any Letter of Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of 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 issuance of any claims Letter of Credit or suits which may be brought any LC Support or made against Licensee by reason of the breach by Licensor of the warranties payment or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance failure 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 theretopay thereunder. (bii) During the Term, Each Participating Lender agrees to indemnify and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and defend 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 the Fleet Indemnitees (to the extent the Fleet Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations 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 Borrowers under this Agreement), designon a Pro Rata basis, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; from 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 providing adequate protection for Licensor and Licensee against any such claims and all Indemnified Claims which may be imposed on, incurred by or suits asserted against any of the Fleet Indemnitees in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with any way related to or arising out of Fleet's administration or enforcement of rights or remedies under any of the execution 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 LC Documents or any of their affiliates. Further the delivery transactions contemplated thereby (including costs and expenses that Borrowers are obligated to pay under Section 14.2 hereof), provided that no Participating Lender shall be liable to any Fleet Indemnitee for any of the policy foregoing to the extent that they result solely from the willful misconduct or certificate, as provided in this Paragraph 8(c) are material obligations gross negligence of Licenseesuch Fleet Indemnitee.

Indemnifications. (a) During Subject to the Termconditions below, and continuing after the expiration or termination of this Agreement, Licensor Seller shall indemnify Licensee and shall hold it harmless Buyer and its shareholders, officers, directors and employees from and against and in respect of any lossand all damages, liabilitylosses, damagediminution of value, cost or expenseexpenses suffered or incurred by any such party (whether as a result of third party or other claims (whether valid or not), demands, suits, causes of action, proceedings, investigations, judgments or liabilities or otherwise), including costs of investigation and defense and reasonable attorneys’ fees (“Claims”) assessed, incurred or sustained by or against any of them with respect to or 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 the representations or warranties of Seller set forth herein or in any Transaction Document, (ii) any Excluded Liabilities, and undertakings hereunder(iii) any breach or other failure to perform any covenant, agreement or obligation of the Seller set forth herein or in any Transaction Document if such breach or other failure is not cured within any applicable cure period, provided, however, Seller shall not be obligated to indemnify or hold harmless Buyer to the extent the claim giving rise to such obligation is caused or occasioned by the negligence of Buyer or by Buyer’s breach of this Agreement. (b) Subject to the conditions below, Buyer shall indemnify and hold harmless Seller and its shareholders, officers, directors and employees, against and in respect of any and all Claims assessed or incurred or sustained by or against any of them, with respect to or arising out of (i) any breach of the representations or warranties of the Buyer set forth herein or in any Transaction Document; (ii) any unauthorized use by Licensee breach or other failure to perform any covenant, agreement or obligation of the Licensed Property; Buyer set forth herein or in any Transaction Document, (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 deviceAssumed Liabilities; and (iv) Licensee's noncompliance with any applicable federalliability for the violation any Environmental Law or Release of Hazardous Substances on the Leased Premises on or after the Closing Date, state provided, however, Buyer shall not be obligated to indemnify or local laws hold harmless Seller to the extent the claim giving rise to such obligation is caused or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious occasioned by the negligence of Seller or hidden) in by the Licensed Products or Sellers’ breach of the use thereofAgreement. (c) With regard If any Person shall claim indemnification hereunder arising from any claim or demand of a third party, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the party or parties from whom indemnification is sought (the “Indemnifying Party”) in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. The failure of the Indemnified Party to 8(bso notify the Indemnifying Party shall not relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced by the failure to give such notice. (d) If any legal proceeding or action is brought by a third party against an Indemnified Party and the Indemnified Party gives notice to the Indemnifying Party pursuant to Section 16(c) above, Licensee agrees the Indemnifying Party will be entitled to obtainparticipate in such proceeding and, to the extent that it wishes, to assume the defense of such proceeding if (i) the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party intends to undertake such defense and the Indemnifying Party will indemnify the Indemnified Party against all claims for indemnification resulting from or relating to such third party claim, (ii) the Indemnifying Party provides to the Indemnified Party evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the third party claim and to fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party conducts the defense of the third party claim actively and diligently with counsel reasonably satisfactory to the Indemnified Party, and (iv) if the Indemnifying Party is a party to the proceeding, joint representation would not be inappropriate. The Indemnified Party shall, in its sole discretion, have the right to employ separate additional counsel (who may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such additional counsel shall be paid by such Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand, provided that all out-of-pocket expenses incurred by Indemnified Party shall be paid by the Indemnifying Party (except as aforesaid). (e) If the Indemnifying Party assumes the defense of a proceeding, (i) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (ii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. Should one or more but not all of the Indemnifying Parties agree to defend any such third party claim, the Indemnifying Party or parties not participating in the defense of the claim shall be bound by the acts and agreements of the other or others. (f) If (i) notice is given to the Indemnifying Party of the commencement of any proceeding and the Indemnifying Party does not, within ten (10) days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such proceeding, (ii) any of the conditions set forth in clauses (i)-(iv) of Section 16(d) above become unsatisfied, or (iii) an Indemnified Party determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim, provided that the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the third party claim (including reasonable attorneys’ fees and expenses) and the Indemnifying Party will remain responsible for any indemnifiable amounts arising from or related to such third party claim to the fullest extent provided in this Section 16. The Indemnifying Party may elect to participate in such proceedings, negotiations or defense at any time at its own expense. (g) If any party shall claim indemnification hereunder for any claim other than third party claims, Comprehensive Commercial General Liability Insurance, including product liability the Indemnified Party shall promptly notify the Indemnifying Party in writing of the basis for such claim setting forth the nature and contractual liability coverage providing adequate protection for Licensor and Licensee against any amount of the damages resulting from such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limitsclaim. Simultaneously with the execution 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 The Indemnifying Party shall not terminate or materially modify such policy or certificate of insurance without give written notice to Licensor at least twenty of any disagreement with such claim within fifteen (2015) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any following receipt of their affiliates. Further the delivery Indemnified Party’s notice of the policy or certificateclaim, as provided specifying in this Paragraph 8(c) are material obligations reasonable detail the nature and extent of Licenseesuch disagreement.

Indemnifications. (a) During 8.1 Independent of your obligation to procure and maintain insurance, you will indemnify, defend and hold the TermIndemnitees harmless, to the fullest extent permitted by law, from and continuing after the expiration against all Losses and Expenses, incurred by any Indemnitee for any investigation, claim, action, suit, demand, administrative or termination of this Agreementalternative dispute resolution proceeding, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost relating to or expense, arising out of any claims transaction, occurrence or suits which may be brought service at, or made against Licensee by reason involving the operation of, the Facility, any payment you make or fail to make to us, any breach or violation of any contract or any law, regulation or ruling by, any claim that the use of the breach Property Mark by Licensor us as provided for in this Agreement constitutes a violation 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 proprietary rights of any suit so broughtthird party, or any act, error or omission (active or passive) of, you, any party associated or affiliated with you or any of the owners, officers, directors, employees, agents or contractors of you or your affiliates, including when you are alleged or held to be the actual, apparent or ostensible agent of the Indemnitee, or the active or passive negligence of any Indemnitee is alleged or proven. Licensee You have no obligation to indemnify an Indemnitee for damages to compensate for property damage or personal injury if a court of competent jurisdiction makes a final decision not subject to further appeal that the Indemnitee engaged in willful misconduct or intentionally caused such property damage or bodily injury. This exclusion from the obligation to indemnify shall not, however, be entitled apply if the property damage or bodily injury resulted from the use of reasonable force by the Indemnitee to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor protect persons or property. 8.2 You will respond promptly to any matter described in the conduct preceding paragraph, and defend the Indemnitee. You will reimburse the Indemnitee for all costs of defending the matter, including reasonable attorneys’ fees, incurred by the Indemnitee if your insurer or you do not assume defense of said suit and/or proceedings related theretothe Indemnitee promptly when requested, or separate counsel is appropriate, in our discretion, because of actua1 or potential conflicts of interest. We must approve any resolution or course of action in a matter that could directly or indirectly have any adverse effect on us or the Chain, or could serve as a precedent for other matters. (b) During 8.3 We will indemnify, defend and hold you harmless, to the Termfullest extent permitted by law, from and continuing after the expiration against all Losses and Expenses incurred by you in any action 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 claim arising 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 your proper use by Licensee of the Licensed Property; (iii) any System alleging that your use of the System and any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms property we license to you is an infringement of this Agreement), designa third party’s rights to any trade secret, patent, processcopyright, method trademark, service mark or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) trade name. You will promptly notify us in writing when you become aware of any alleged defects and/or inherent dangers (whether obvious infringement or hidden) in an action is filed against you. You will cooperate with our defense and resolution of the Licensed Products or claim. We may resolve the use thereof. (c) With regard to 8(b) above, Licensee agrees to obtain, matter by obtaining a license of the property for you at its own our 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 three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution 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, by requiring that you discontinue using the insurer shall not terminate infringing property or materially modify such policy or certificate your use to avoid infringing the rights 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 Licenseeothers.

Indemnifications. Tenant agrees to indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from and against any liability, obligation, damage or costs, including without limitation, reasonable attorneys' fees and costs, arising from (a) During any use, presence, removal or disposal of any Hazardous Materials or breach of any provision of this section, to the Termextent such liability, obligation, damage or costs was a result of actions caused or permitted by Tenant or a Tenant Party and continuing after (b) any Environmental Claim relating in any way to Tenant's operation or use of the Premises; provided, that the foregoing indemnity shall not apply to the extent caused by the gross negligence or willful misconduct of Landlord or any of the Landlord Parties. Landlord agrees to indemnify, defend, protect and hold harmless Tenant and the Tenant Parties from and against any liability, obligation, damage or costs, including, without limitation, reasonable attorneys' fees and costs, arising from any use, presence, removal or disposal of any Hazardous Materials to the extent such liability, obligation, damage or costs was a result of actions caused or permitted by Landlord or a Landlord Party; provided, that the foregoing indemnity shall not apply to the extent caused by the gross negligence or willful misconduct of Tenant or any of the Tenant Parties. These mutual environmental indemnities shall survive any expiration or termination of this AgreementLease, Licensor shall indemnify Licensee and shall hold it harmless from are not affected by any loss, liability, damage, cost or expense, arising out claims of breach of any claims other provisions of this Lease. "Environmental Claims" means any and all administrative, regulatory or suits which may be brought judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or made against Licensee by reason of the breach by Licensor of the warranties violation, investigations, proceedings, consent orders or representations as set forth consent agreements relating in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative any way to any such claim or suit and providedEnvironmental Law, furtherincluding, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall notwithout limitation, 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; all Environmental Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any unauthorized use and all Environmental Claims by Licensee any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of the Licensed Property; (iii) any use of any trademarkinjury to health, 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 safety or the use thereofenvironment. (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 providing adequate protection for Licensor and 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 execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify hereby indemnifies Licensee and shall hold it harmless from any loss, liability, damage, cost or expenseexpense (including reasonable counsel fees), arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 paragraph 14 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall agrees to hold them Licensor harmless from any loss, liability, damage, cost cost, or expense (including reasonable counsel fees), arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of in connection with the Licensed Property; (iiiProduct(s) any use of any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of Name and Character covered by this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) Agreement as well as any alleged defects and/or or inherent dangers (whether obvious or hiddendamages in said Licensed Product(s) in the Licensed Products or the use thereof. . Upon receipt of notice of a third party claim alleging the breach by Licensee of any warranty, undertaking, representation or agreement entered herein or hereunder. Licensor shall give prompt written notice of such claim to Licensee. Licensee shall have the right to assume the defense of such claim at Licensee's sole cost and expense by furnishing Licensor with written notice of same. Licensee shall be liable for all losses, costs, expenses, damages or recoveries (cincluding without limitation amounts paid in settlement), suffered, made or incurred by either Licensor or Licensee with connection with such third party claim. In the event Licensee chooses not to assume such defense, Licensee shall indemnify and save harmless Licensor and its officers, directors and employees against any and all claims, demands, lawsuits, costs, expenses (including, without limitation, reasonable attorney's fees and disbursements), damages or recoveries (including without limitation, amounts paid in settlement) With regard to 8(b) abovesuffered, made, incurred or assumed by Licensor by reason of the breach by Licensee of any warranty, undertaking, representation or agreement made or entered into herein or hereunder and resulting from a final adjudication of each such action, claim or suit, or a settlement thereof entered into with Licensee's prior written consent. Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual personal liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no insurance with a minimum combined single limit of liability of not less than three one million U.S. dollars ($3,000,0001,000,000.00) per for each occurrence, combined single limits. Simultaneously with Within thirty (30) days from the execution of this Agreementdate hereof, Licensee undertakes shall provide Licensor with a policy endorsement in the form of Vendor's Broad Form Policy Endorsement to Licensee's Product Liability insurance coverage naming Licensor as additional insured. Licensee will submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as additional an insured parties andparty, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty thirty (2030) 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 a. Subject to 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 requirements set forth in Paragraph 12 hereof13.c, provided that Licensee Acutus shall give prompt written noticedefend and indemnify Biotectix, its officers, directors and employees against all losses, liabilities. expenses (including reasonable attorney’s fees), costs, and full cooperation judgments (“Losses”) that arise from lawsuits or claims brought by third parties (each, a “Claim”) that arise from personal injury, property damage, product liability, or other claims of third parties, arising from the design, manufacture, use, or sale of Licensed Products or Coated Products, except to the extent such Claim arises from the gross negligence or willful misconduct of Biotectix or the material breach of this Agreement by Biotectix. b. Subject to the requirements set forth in Paragraph 13.c, Biotectix shall defend and assistance indemnify Acutus, its officers, directors and employees against all Losses that arise from Claims that arise from the material breach of this Agreement by Biotectix, or the gross negligence or willful misconduct of Biotectix, except to Licensor relative the extent such Claim arises from the gross negligence or ·willful misconduct of Acutus or the material breach of this Agreement by Acutus. c. A party that intends to claim indemnification (“Indemnitee”) under this Paragraph 13 shall promptly notify the indemnifying party (“Indemnitor”) in writing of any Claim, included within the indemnification described in this Paragraph 13 with respect to which the Indemnitee intends to claim such claim or suit indemnification, and provided, further, that Licensor the Indemnitor shall have sole control of the defense and settlement of the Claim. The Indemnitee shall have the option right 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 obtainparticipate, 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 three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each counsel of its affiliates as additional insured parties and, requiring that own choosing in the insurer defense or settlement of the Claim. The indemnification obligations under this Paragraph 13 shall not terminate or materially modify apply to amounts paid in settlement of any Claim if such policy or certificate of insurance settlement is effected 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 consent of the policy or certificateIndemnitor. The Indemnitee, as provided in this Paragraph 8(c) are material obligations of Licenseeat the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to Claims.

Indemnifications. (a) During Tenant shall indemnify and hold harmless Landlord against and from any and all causes and claims arising from Tenant’s use of the TermPremises or the conduct of its business or from any activity, work done, permitted or suffered by the Tenant in or about the Premises, and continuing after shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the expiration or termination performance of any obligation of Tenant’s part to be performed under the terms of this AgreementLease, Licensor shall indemnify Licensee and shall hold it harmless or arising from any lossaction, liabilityneglect, damagefault or omission of the Tenant, cost or expenseof its agents or employees, arising out of and from and against all costs, reasonable attorney’s fees, expenses and liabilities incurred in or about such claim or any claims action or suits which may proceeding brought thereon, and in case any action or proceeding be brought or made against Licensee Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the breach same at Tenant’s expense by Licensor counsel reasonably satisfactory to Landlord. Tenant, as a material part of the warranties consideration to Landlord, hereby assumes all risk of damage to property or representations as set forth in Paragraph 12 hereofinjury to persons in, provided that Licensee 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 full cooperation hold harmless Landlord against and assistance from any and all causes and claims arising from the active neglect or negligence, willful misconduct or intentional failure of Tenant to Licensor relative 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 indemnify 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, emitted, discharged, by Tenant or its agents, employees, contractors or subtenants. (For purposes of this Lease, “Hazardous Materials” shall mean any substance which has the capacity to cause death, injury or illness to man through ingestion, inhalation, or absorption through any body surface.) Tenant shall indemnify Landlord as provided above only for out-of-pocket costs and expenses and not for any consequential damages and incidental damages, including loss of profits and loss of rental value of the leasehold (other than lost rents during time of clean up), except to the extent such claim damages result from Tenant’s willful failure to fulfill its obligations (specifically excluding good faith disputes with Landlord or suit government agencies regarding the scope and provided, further, that Licensor shall have the option to undertake and conduct the defense timing 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 theretoTenant’s obligations). (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee Landlord shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates hold harmless Tenant against and shall hold them harmless from any lossand all causes and claims, liability, damage, cost or expense arising out of any claims or suits subject to the provisions regarding Hazardous Materials 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 is set forth 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 providing adequate protection for Licensor and 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 execution 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 certificateParagraph 34, as provided in this Paragraph 8(c47 (b), arising from the Complex, including all Common Areas, but excluding the Premises, and shall further indemnify and hold harmless Tenant against and from any and all claims arising from any breach or default in the performance of any obligation of Landlord’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of the Landlord, or of its agents or employees, and from and against all costs, reasonable attorneys’ 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 Tenant by reason of any such claim, Landlord upon notice from Tenant shall defend the same at Landlord’s expense by counsel reasonably satisfactory to Tenant. Landlord’s obligations regarding Hazardous Materials are set forth in Paragraph 34 herein. Landlord, as a material part of the consideration to Tenant, hereby assumes all risk of damage to property or injury to person in, upon or about the Complex, including all Common Areas, but excluding the Premises from any cause whatsoever except to the extent caused by Tenant’s negligence, willful misconduct, or failure Tenant to observe any of the terms and conditions to this Lease, or to the extent covered by any indemnity. Landlord shall indemnify and hold harmless Tenant against and from any and all causes and claims arising from the active negligence, neglect or willful misconduct or intentional failure of Landlord to observe any of the terms and conditions of this Lease. Tenant shall give Landlord prompt written notice, with full particulars, of all claims subject to this indemnity. Landlord shall have no obligation to pay any amount in connection with any settlement reached without Landlord’s consent, which shall not be unreasonably withheld or delayed. (c) Tenant covenants and agrees that Stanford University shall not any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, injury, death or damage to persons or property or otherwise, whether direct or consequential including without limitation, loss or damage to the Premises and the Building, attorney’s fees, which at any time may be suffered or sustained by Tenant or by any person whosoever may at any time be using or occupying or visiting the Premises or be in, on or about the same, whether such loss, injury, death or damage shall be caused by or in any way result from or arise out of any act, omission or negligence of Tenant or of any occupant, subtenant, visitor or user of any portion of the Premises, or shall result from or be caused by any other person, matter or thing whether of the same kind as, or of a different kind than, the persons, matters or things above set forth except to the extent that any loss, injury death or damage may be caused by the negligence or willful misconduct of Stanford University. Tenant shall forever indemnify, defend, hold and save Stanford University free and harmless of, from and against any and all claims, liability, loss or damage whatsoever on account of any such loss, injury, death or damage except to the extent that any loss, injury, death or damage may be caused by the negligence or willful misconduct of Stanford University. Tenant hereby waives all claims against Stanford University for damages to the Premises and to the property of Tenant in, upon or about the Premises, and for injuries to persons or property in or about the Premises, from any cause arising at any time except to the extent that any, injury, death or damage may be caused by the negligence or willful misconduct of Stanford University. Without limiting the generality of the foregoing, Tenant agrees that the provisions of this Paragraph 47 apply to all Hazardous Materials used, stored, generated, treated, disposed or released (“Used”) on, in or under the Premises by Tenant and that Tenant will indemnify, defend, hold and save Stanford University free and harmless from claims, liability, loss or damage on account of such Hazardous Substances used by Tenant and that Tenant will remove such substances used by Tenant that are material obligations now or hereafter on, in or under the Premises in a safe and prudent manner and within a reasonable time that is agreed to by Stanford University. The parties hereto recognize and agree that from time to time Stanford University in its reasonable discretion may require the removal of LicenseeHazardous Materials or other remediation even though such Stanford University requirements are in excess of or in the absence of applicable governmental requirements. Any dispute with regard to such ▇▇▇▇▇▇▇ University removal or remediation requirements that are in excess of or in the absence or applicable governmental requirements shall be subject to arbitration pursuant to the terms of Paragraph 38 of the Ground Lease provided however that if there is a contemporaneous dispute with regard to governmental required remediation of Hazardous Substances then Stanford University may join the dispute with regard to its independent requirements with a legal action in court of competent jurisdiction with respect to the government required remediation instead of the arbitration. As used in this Paragraph 47, Stanford University shall include and be deemed to include The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior University and its trustees, directors, officers, employees, faculty, students, agents, and affiliated organizations.

Indemnifications. (a) During 8.1 Independent of your obligation to procure and maintain insurance, you will indemnify, defend and hold the TermIndemnitees harmless, to the fullest extent permitted by law, from and continuing after the expiration against all Losses and Expenses, incurred by any Indemnitee for any investigation, claim, action, suit, demand, administrative or termination of this Agreementalternative dispute resolution proceeding, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost relating to or expense, arising out of any claims transaction, occurrence or suits which may be brought service at, or made against Licensee by reason involving the operation of the Facility, any breach by Licensor or violation of any contract or any law, regulation or ruling by, or any act, error or omission (active or passive) of, you, any party associated or affiliated with you or any of the warranties owners, officers, directors, employees, agents or representations as set forth in Paragraph 12 hereofcontractors of you or your affiliates, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim including when the active or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense passive negligence of any suit so broughtIndemnitee is alleged or proven. Licensee You have no obligation to indemnify an Indemnitee for damages to compensate for property damage or personal injury if a court of competent jurisdiction makes a final decision not subject to further appeal that the Indemnitee engaged in wilful misconduct or intentionally caused such property damage or bodily injury. This exclusion from the obligation to indemnify shall not, however, be entitled apply if the property damage or bodily injury resulted from the use of reasonable force by the Indemnitee to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor protect persons or property. 8.2 You will respond promptly to any matter described in the conduct preceding paragraph, and defend the Indemnitee. You will reimburse the Indemnitee for all costs of defending the matter, including attorneys' fees, incurred by the Indemnitee if your insurer or you do not assume defense of said suit and/or proceedings related theretothe Indemnitee promptly when requested. We must approve any resolution or course of action in a matter that could directly or indirectly have any adverse effect on us or the Chain, or could serve as a precedent for other matters. (b) During 8.3 We will indemnify, defend and hold you harmless, to the Termfullest extent permitted by law, from and continuing after the expiration against all Losses and Expenses incurred by you in any action 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 claim arising 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 your proper use by Licensee of the Licensed Property; (iii) any System alleging that your use of the System and any trademark, or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms property we license to you is an infringement of this Agreement), designa third party's rights to any trade secret, patent, processcopyright, method trademark, service ▇▇▇▇ or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) trade name. You will promptly notify us in writing when you become aware of any alleged defects and/or inherent dangers (whether obvious infringement or hidden) in an action is filed against you. You will cooperate with our defense and resolution of the Licensed Products or claim. We may resolve the use thereof. (c) With regard to 8(b) above, Licensee agrees to obtain, matter by obtaining a license of the property for you at its own our 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 three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution 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, by requiring that you discontinue using the insurer shall not terminate infringing property or materially modify such policy or certificate your use to avoid infringing the rights 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 Licenseeothers.

Indemnifications. (i) In addition to any other indemnity which Borrower may have to Agent or any Lender under any of the other Loan Documents and without limiting such other indemnification provisions, Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any of the Agent Indemnitees or any of the Lender Indemnitees may (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) During the Termissuance of, and continuing after payment or failure to pay or any performance or failure to perform under any Letter of Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of 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 issuance of any claims Letter of Credit or suits which may be brought any LC Support or made against Licensee by reason of the breach by Licensor of the warranties payment or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance failure 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 theretopay thereunder. (bii) During the Term, Each Participating Lender agrees to indemnify and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and defend 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 the Fleet Indemnitees (to the extent the Fleet Indemnitees are not reimbursed by Borrower or any other Obligor, but without limiting the indemnification obligations 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 Borrower under this Agreement), designon a Pro Rata basis, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; from 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 providing adequate protection for Licensor and Licensee against any such claims and all Claims which may be imposed on, incurred by or suits asserted against any of the Fleet Indemnitees in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with any way related to or arising out of Fleet's administration or enforcement of rights or remedies under any of the execution 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 LC Documents or any of their affiliates. Further the delivery transactions contemplated thereby (including costs and expenses which Borrower is obligated to pay under Section 14.2 hereof), provided that no Participating Lender shall be liable to any of the policy Fleet Indemnitees for any of the foregoing to the extent that they actually result from the willful misconduct or certificate, as provided in this Paragraph 8(c) are material obligations gross negligence of Licenseesuch Fleet Indemnitees.

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 providing adequate protection for Licensor and 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 execution 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. (i) In addition to any other indemnity which Borrower may have to Agent or any Lender under any of the other Loan Documents and without limiting such other indemnification provisions, Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any of the Agent Indemnitees or any of the Lender Indemnitees may (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) During the Termissuance of, and continuing after payment or failure to pay or any performance or failure to perform under any Letter of Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of 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 issuance of any claims Letter of Credit or suits which may be brought any LC Support or made against Licensee by reason of the breach by Licensor of the warranties payment or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance failure 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 theretopay thereunder. (bii) During the Term, Each Participating Lender agrees to indemnify and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and defend 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 the Fleet Indemnitees (to the extent the Fleet Indemnitees are not reimbursed by Borrower or any other Obligor, but without limiting the indemnification obligations 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 Borrower under this Agreement), designon a Pro Rata basis, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; from 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 providing adequate protection for Licensor and Licensee against any such claims and all Claims which may be imposed on, incurred by or suits asserted against any of the Fleet Indemnitees in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with any way related to or arising out of Fleet's administration or enforcement of rights or remedies under any of the execution 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 LC Documents or any of their affiliates. Further the delivery transactions contemplated thereby (including costs and expenses which Borrower is obligated to pay under SECTION 14.2 hereof), provided that no Participating Lender shall be liable to any of the policy Fleet Indemnitees for any of the foregoing to the extent that they actually result from the willful misconduct or certificate, as provided in this Paragraph 8(c) are material obligations gross negligence of Licenseesuch Fleet Indemnitees.

Indemnifications. (i) In addition to any other indemnity which Borrower may have to Agent or any Lender under any of the other Loan Documents and without limiting such other indemnification provisions, Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any of the Agent Indemnitees or any of the Lender Indemnitees may (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) During the Termissuance of, and continuing after payment or failure to pay or any performance or failure to perform under any Letter of Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of 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 issuance of any claims Letter of Credit or suits which may be brought any LC Support or made against Licensee by reason of the breach by Licensor of the warranties payment or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance failure 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 theretopay thereunder. (bii) During the Term, Each Participating Lender agrees to indemnify and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and defend 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 the CIT Indemnitees (to the extent the CIT Indemnitees are not reimbursed by Borrower or any other Obligor, but without limiting the indemnification obligations 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 Borrower under this Agreement), designon a Pro Rata basis, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; from 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 providing adequate protection for Licensor and Licensee against any such claims and all Claims which may be imposed on, incurred by or suits asserted against any of the CIT Indemnitees in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with any way related to or arising out of CIT's administration or enforcement of rights or remedies under any of the execution 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 LC Documents or any of their affiliates. Further the delivery transactions contemplated thereby (including costs and expenses which Borrower is obligated to pay under SECTION 14.2 hereof), provided that no Participating Lender shall be liable to any of the policy CIT Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or certificate, as provided in this Paragraph 8(c) are material obligations gross negligence of Licenseesuch CIT Indemnitees.

Indemnifications. (a) During the TermSubject to Paragraph (c), and continuing after the expiration or termination of this Agreement, Licensor Tenant shall indemnify Licensee Landlord and shall hold it harmless Landlord's Indemnitees against any and all damages claimed to be suffered by third parties (including reasonable attorneys' fees and all other costs and liabilities incurred in connection with any action or proceeding brought with respect to such a claim) arising from any loss(1) default by Tenant under this Lease, liability(2) condition inconsistent with any representation or warranty made by Tenant under this Lease, damageexcept to the extent caused by Landlord or its Users, cost (3) act or expensenegligence by Tenant or its Users, arising out or (4) accident, injury or damage in or about the Premises or the Facility to the extent caused by Tenant or its Users. If an action or proceeding is brought against Landlord or any of any claims its Indemnitees with respect to such a claim, Tenant, on notice from Landlord, shall resist or suits which may be brought defend the action or made against Licensee proceeding 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 counsel reasonably satisfactory 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 theretoLandlord. (b) During the TermSubject to Paragraph (c), and continuing after the expiration or termination of this Agreement, Licensee Landlord shall indemnify Licensor, Time Warner Entertainment Company, L.P. Tenant and Tenant's Indemnitees against any and all damages claimed to be suffered by third parties ("TWE"including reasonable attorneys' fees and all other costs and liabilities incurred in connection with any action or proceeding brought with respect to such a claim) and each of its affiliates and shall hold them harmless arising from any loss(1) default by Landlord under this Lease, liability(2) condition inconsistent with any representation or warranty made by Landlord under this Lease, damageexcept to the extent caused by Tenant or its Users, cost (3) act or expense arising out of any claims negligence by Landlord or suits which may be its Users, or (4) accident, injury or damage in or about the Facility to the extent caused by Landlord or its Users. If an action or proceeding is brought or made against Licensor, TWE Tenant or any of its affiliatesIndemnitees with respect to such a claim, Landlord, on notice from Tenant, shall resist or defend the action or proceeding 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 thereofcounsel reasonably satisfactory to Tenant. (c) With regard Whenever Landlord and Tenant are jointly responsible (whether with each other or with others) for damages suffered by a third party, their indemnification obligations under this Section shall be limited to 8(btheir respective percentages of responsibility for the damages. (d) above, Licensee agrees These indemnification obligations do not apply to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability the extent Landlord and contractual liability coverage providing adequate protection for Licensor and Licensee against any such Tenant have released each other from claims elsewhere in this Lease. (e) These indemnification obligations shall survive expiration or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution earlier termination 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 LicenseeLease.

Indemnifications. In addition to Landlord’s indemnity obligations set forth elsewhere in this Lease, Landlord agrees to indemnify, defend, protect and hold harmless the Tenant Parties from and against all claims, 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 Hazardous Materials to the extent such liability, obligation, damage or costs (ai) During was a result of actions caused or knowingly permitted by, or the Termwillful misconduct and/or negligence of, Landlord or a Landlord Party, or (ii) arose prior to the Lease Commencement Date, and continuing after Landlord hereby agrees that it shall promptly remediate, at its sole cost and expense, any Hazardous Materials located at the Premises in connection with clauses (i) and (ii) hereinabove. Tenant agrees to indemnify, defend, protect and hold harmless Landlord and the Landlord Parties from and against any 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 Hazardous Materials or breach of any provision of this section, to the extent such liability, obligation, damage or costs was a result of actions caused or permitted by Tenant or a Tenant 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 AgreementLease, Licensor shall indemnify Licensee and shall hold it harmless from are not affected by any loss, liability, damage, cost or expense, arising out claims of breach of any claims or suits which may be brought or made against Licensee other provisions of this Lease. Notwithstanding anything in this Section 29.33 to the contrary, any breach by reason Landlord of the breach by Licensor Hazardous Materials provisions of this Section 29.33 that causes all or a portion of the warranties or representations as set forth in Paragraph 12 hereofPremises to be un-tenantable and unusable by Tenant, provided that Licensee shall give prompt written notice, and full cooperation and assistance be subject to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense “Abatement Event” provisions 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 theretoSection 3.3. (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 providing adequate protection for Licensor and 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 execution 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.